Duties of the Sub-Subadviser. (a) BAM LLC shall, subject to the direction and control of the Trust’s Board of Trustees and BIIL, (i) regularly provide investment advice and recommendations to the Portfolio, through BIIL, with respect to the Portfolio’s investments, investment policies and the purchase, sale or other disposition of securities and other investments; (ii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other investments for the Portfolio; and (iii) provide reports on the foregoing to the Board of Trustees of the Trust at each Board meeting through BIIL. Unless BIIL gives BAM LLC written instructions to the contrary, BAM LLC shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio are invested, in accordance with BAM LLC’s proxy voting policies and procedures. BAM LLC shall provide the Fund in a timely manner with such records of its proxy voting on behalf of the Fund as is necessary for the Fund to comply with the requirements of Form N-PX or any law, rule, regulation or Commission position. Subject to the provisions of this Sub-Subadvisory Agreement, BAM LLC shall have the authority to buy, sell or otherwise effect investment transactions for and in the name of the Fund, including without limitation, the power to enter into swap, futures, options and other agreements with counterparties on the Fund’s behalf as BAM LLC deems appropriate from time to time in order to carry out BAM LLC’s responsibilities hereunder.
Duties of the Sub-Subadviser. (a) The Sub-Adviser hereby employs the Sub-Subadviser to act as a non-discretionary investment sub-subadviser by providing private markets investment advice and services, as described below, to the Sub-Adviser in regard to the Sub-Adviser’s management of the Fund, subject to the broad supervision of the Adviser, Sub-Adviser and the Fund, for the period and on the terms and conditions set forth in this Agreement. The Sub-Subadviser hereby accepts such employment and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Subadviser and its affiliates shall for all purposes herein each be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Sub-Subadviser shall be responsible for providing private markets investment advice and services to the Sub-Adviser regarding that portion of the Fund’s assets allocated, or under consideration for allocation, to private credit investments as defined in the Fund’s currently effective Prospectus (as defined below) (“Private Credit”). The Sub-Subadviser’s provision of ongoing non-discretionary investment advice and services to the Sub-Adviser in respect of the Fund’s investment in Private Credit shall include, but not be limited to:
Duties of the Sub-Subadviser
