Common use of Responsibilities of the Adviser Clause in Contracts

Responsibilities of the Adviser. (a) The Adviser hereby undertakes and agrees, to the extent permitted by applicable laws, rules and regulatory interpretations, upon the terms and conditions herein set forth, subject to the supervision of the Fund’s Board and subject to the Fund’s investment objective, policies and limitations as a “liquidating vehicle,” as set forth in the Fund’s registration statement filed with the SEC on Form N-2 (the “Registration Statement”), and the Agreement of Limited Partnership of the Fund (as the same may be amended from time to time, the “Partnership Agreement”):

Responsibilities of the Adviser. (a) The Adviser hereby undertakes and agrees, to the extent permitted by applicable laws, rules and regulatory interpretations, upon the terms and conditions herein set forth, subject to the supervision of the Fund’s Board and subject to the Fund’s investment objective, policies and limitations as a “liquidating vehicle,” as set forth in the Fund’s registration statement filed with the SEC on Form N-2 (the “Registration Statement”), and the Amended and Restated Agreement of Limited Partnership of the Fund (as the same may be amended from time to time, the “Partnership Agreement”):), dated February [ ], 2014:

Responsibilities of the Adviser. (a) The Adviser hereby undertakes and agrees, to the extent permitted by applicable laws, rules and regulatory interpretations, upon the terms and conditions herein set forth, subject to the supervision of the Fund’s Board and subject to the Fund’s investment objective, policies and limitations as a “liquidating vehicle,” as set forth in the Fund’s registration statement filed with the SEC on Form N-2 (the “Registration Statement”), and the Amended and Restated Agreement of Limited Partnership of the Fund (as the same may be amended from time to time, the “Partnership Agreement”):), dated February 18, 2014: