Common use of Appointment of the Sub-Advisor Clause in Contracts

Appointment of the Sub-Advisor. (a) The Advisor hereby appoints the Sub-Advisor to act as an investment sub-adviser for the Fund, subject to the supervision and oversight of the Advisor and the Trustees of the Fund, and in accordance with the terms and conditions of this Agreement. The Sub-Advisor will be an independent contractor and will have no authority to act for or represent the Fund or the Advisor in any way or otherwise be deemed an agent of the Fund or the Advisor except as expressly authorized in this Agreement or another writing by the Fund, the Advisor and the Sub-Advisor. (b) The Sub-Advisor accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided. (c) As an investment adviser to the Fund, the Sub-Advisor will be involved with all aspects of the Fund’s investment program including, without limitation, asset allocation and portfolio construction. (d) As part of the services it will provide hereunder, the Sub-Advisor will: (i) formulate and implement a continuous investment program for the Fund as outlined in any prospectus, offering memorandum, or statement of additional information contained in the Fund’s registration statement on Form N-2 filed with the U.S. Securities and Exchange Commission (the “SEC”), as each may be amended, modified or otherwise supplemented from time to time (collectively, the “Registration Statement”); (ii) take whatever steps are necessary to implement the investment program for the Fund; (iii) keep the Trustees of the Fund and the Advisor fully informed in writing on an ongoing basis as agreed by the Advisor and the Sub-Advisor as to (1) all material facts concerning the investment and reinvestment of the assets in the Fund and (2) the Sub-Advisor and its key investment personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Advisor or the Trustees of the Fund; and attend meetings with the Advisor and/or the Trustees, as reasonably requested, to discuss the foregoing; (iv) provide assistance in determining the fair value of all securities and other investments/assets in the Fund (with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with the Advisor and/or Fund); and (v) cooperate with and provide reasonable assistance to the Advisor, the Fund’s administrator, the Fund’s custodians, the Fund’s transfer agent and pricing agents and all other agents and representatives of the Fund and the Advisor; keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Fund and the Advisor; provide prompt responses to reasonable requests made by such persons; and maintain any appropriate interfaces with each such person so as to promote the efficient exchange of information. (e) In furnishing services hereunder, the Sub-Advisor shall be subject to, and shall perform in accordance with, the following: (i) the Fund’s Agreement and Declaration of Trust and/or other governing instruments, as the same may be hereafter modified and/or amended from time to time (“Governing Documents”); (ii) the currently effective Registration Statement; (iii) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Fund and the rules and regulations promulgated by the SEC thereunder, and the rules of any United States or foreign securities, commodities, futures, options or other financial product exchange, transaction execution facility or other financial market system (and its clearing house, if any) through which trades for the Fund are conducted) (collectively, “Applicable Law”); (iv) the Fund’s compliance manual and other policies and procedures adopted from time to time by the Board of Trustees of the Fund; and (v) the written instructions of the Advisor. Prior to the commencement of the Sub-Advisor’s services hereunder, the Advisor shall provide the Sub-Advisor with current copies of any Governing Documents, Registration Statement, compliance manual and other relevant policies and procedures that are adopted by the Board of Trustees of the Fund. The Advisor undertakes to provide the Sub-Advisor with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. (f) The Sub-Advisor shall discharge its services with respect to the Fund hereunder (i) solely in the best interest of the Fund; and (ii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Sub-Advisor would use in advising and/or managing the assets of any other account or entity (including its own proprietary accounts). The Sub-Advisor may delegate to any affiliate of the Sub-Advisor, the provision of all or any portion of the services to be provided by the Sub-Advisor hereunder. In the event that any such delegation is made, the Sub-Advisor shall ensure that its delegates comply with the terms of this Agreement, and the Sub-Advisor acknowledges and agrees that such delegation shall not relieve the Sub-Advisor of any of its obligations under this Agreement and that the Sub-Advisor shall be liable hereunder for the actions of any such delegates to the same extent as if the Sub-Advisor had taken such actions directly. (g) The Sub-Advisor shall cooperate with the Advisor in connection with the Sub- Advisor’s provision of services hereunder and make personnel available, in person and by telephone, to answer any questions and provide such other related services as the Advisor may reasonably request. (h) The Sub-Advisor shall promptly (but in no event later than the end of the day on which such event is discovered and determined to be material) give notice to the Advisor of any material trading errors, material out-trades, material trade breaks, material trade disputes or of any alleged or real material violations of regulatory or exchange trading rules that relate to the transactions conducted by the Sub-Advisor for the Fund. The foregoing provisions shall in no way be interpreted to limit the Sub-Advisor’s obligations hereunder and/or the standard of care applicable to the Sub-Advisor in connection with its services hereunder. (i) The Sub-Advisor agrees that the Fund and the Advisor shall have the right to include in the Registration Statement or similar disclosure document or information materials in connection with the offering of equity interests in the Fund, investor or prospective investor reports, marketing materials and similar materials (collectively, the “Investor Materials”), and the Sub-Advisor shall provide to the Fund and the Advisor, a general description of the Sub-Advisor and its business. The Sub-Advisor shall (i) cooperate with the Fund and the Advisor in preparing any Investor Materials and any documents filed pursuant to Applicable Law; and (ii) provide other information as the Fund and/or the Advisor may reasonably request in connection with any due diligence or other investigation which may be conducted at any time and from time to time. If, after any Investor Materials shall have been used or distributed, the Sub-Advisor becomes aware of any materially untrue or misleading statement of fact or any omission of a material fact contained in any Investor Materials, the Sub-Advisor shall immediately cease distribution of such Investor Materials and notify the Fund and the Advisor and cooperate with the Fund and the Advisor in the preparation of any necessary amendments or supplements to any such Investor Materials. (j) The Sub-Advisor shall not use the name, logo or trademark(s) of the Advisor or its affiliates for any purpose without the prior written consent of the Advisor.

Appointment of the Sub-Advisor. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached as Exhibit A (a) The the “Advisory Agreement”), the Advisor hereby appoints the Sub-Advisor to act as an manage the investment sub-adviser for and reinvestment of the assets of the Fund (such assets, plus all reinvestments and proceeds thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation on investments, the “Fund Assets”), in conformity with the Fund’s currently effective registration statement, including its prospectus and statement of additional information, as amended (collectively, the “Disclosure Documents”), and subject to the supervision control and oversight direction of the Advisor and the Trust’s Board of Trustees (the “Board”), for the period and on the terms set forth in this Agreement. The Advisor agrees that Sub-Advisor shall be the sole and exclusive sub-advisor for the Fund during the term of this Agreement (including any extensions and renewals). The Advisor shall provide to the Sub-Advisor a copy of the Fund, ’s current Disclosure Documents and all amendments and updates thereto. The Sub-Advisor accepts such appointment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation provided in accordance with the terms and conditions Section 3 of this Agreement. The Sub-Advisor will shall at all times maintain its registration as an investment advisor under the Advisers Act and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. For purposes of this Agreement, the Sub-Advisor shall be deemed an independent contractor and will shall, except as expressly provided herein or otherwise authorized from time to time by written agreement with the Advisor, Fund, or Trust, have no authority to act for or represent the Fund or the Advisor Trust in any way or otherwise be deemed an agent of the Fund Trust or the Advisor except as expressly authorized in this Agreement or another writing by the Fund, the Advisor and the Sub-Advisor. (b) The Sub-Advisor accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided. (c) As an investment adviser to the Fund. In accordance with Section 2 below, the Sub-Advisor will be involved is hereby authorized to exercise in its discretion rights and perform duties with all aspects respect to portfolio securities included in the Fund Assets, including without limitation the right to vote (or in its discretion, refrain from voting), tender, exchange, endorse, transfer, or deliver any securities on behalf of the Fund’s investment program including, without limitationto participate in or consent to any distribution, asset allocation plan of reorganization, creditors committee, merger, combination, consolidation, liquidation, underwriting, or similar plan relating to such portfolio securities included in the Fund Assets; and portfolio construction. (d) As part to execute and bind the Fund in waivers, consents and covenants related thereto. For the avoidance of the services it will provide hereunderdoubt, the Sub-Advisor will: has sole and full discretion to vote (ior not to vote) formulate and implement a continuous investment program for any securities in the Fund as outlined in any prospectusAssets and neither the Fund nor the Advisor will, offering memorandumdirectly or indirectly, or statement of additional information contained in attempt to influence the FundSub-Advisor’s registration statement on Form N-2 filed voting decisions. Further, to the extent the Advisor is affiliated with the U.S. Securities and Exchange Commission (the “SEC”), as each may be amended, modified or otherwise supplemented from time to time (collectivelya bank holding company, the “Registration Statement”); (ii) take whatever steps are necessary Advisor will not provide instruction to implement the investment program for the Fund; (iii) keep the Trustees of the Fund and the Advisor fully informed in writing on an ongoing basis as agreed by the Advisor and the Sub-Advisor on how to vote securities of any U.S. bank holding company (as to (1) all material facts concerning the investment and reinvestment of the assets that term is defined in the Fund and (2) the Sub-Advisor and its key investment personnel and operations, make regular and periodic special written reports Bank Holding Company Act of such additional information concerning the same as may reasonably be requested from time to time by the Advisor or the Trustees of the Fund; and attend meetings with the Advisor and/or the Trustees1956, as reasonably requested, to discuss amended). Notwithstanding the foregoing; (iv) provide assistance in determining the fair value of all securities and other investments/assets in the Fund (with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with the Advisor and/or Fund); and (v) cooperate with and provide reasonable assistance to the Advisor, the Fund’s administrator, the Fund’s custodians, the Fund’s transfer agent and pricing agents and all other agents and representatives of the Fund and the Advisor; keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Fund and the Advisor; provide prompt responses to reasonable requests made by such persons; and maintain any appropriate interfaces with each such person so as to promote the efficient exchange of information. (e) In furnishing services hereunder, the Sub-Advisor shall be subject to, and shall perform in accordance with, the following: (i) the Fund’s Agreement and Declaration not have any right to vote or act on behalf of Trust and/or other governing instruments, as the same may be hereafter modified and/or amended from time to time (“Governing Documents”); (ii) the currently effective Registration Statement; (iii) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Fund and the rules and regulations promulgated by the SEC thereunder, and the rules of any United States or foreign securities, commodities, futures, options or other financial product exchange, transaction execution facility or other financial market system (and its clearing house, if any) through which trades for the Fund are conducted) (collectively, “Applicable Law”); (iv) the Fund’s compliance manual and other policies and procedures adopted from time to time by the Board of Trustees of the Fund; and (v) the written instructions of the Advisor. Prior to the commencement of the Sub-Advisor’s services hereunder, the Advisor shall provide the Sub-Advisor with current copies of any Governing Documents, Registration Statement, compliance manual and other relevant policies and procedures that are adopted by the Board of Trustees of the Fund. The Advisor undertakes to provide the Sub-Advisor with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. (f) The Sub-Advisor shall discharge its services with respect to any class action securities litigation involving any of the Fund hereunder (i) solely in the best interest of the Fund; and (ii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Sub-Advisor would use in advising and/or managing the assets of any other account or entity (including its own proprietary accounts). The Sub-Advisor may delegate to any affiliate of the Sub-Advisor, the provision of all or any portion of the services to be provided by the Sub-Advisor hereunder. In the event that any such delegation is made, the Sub-Advisor shall ensure that its delegates comply with the terms of this Agreement, and the Sub-Advisor acknowledges and agrees that such delegation shall not relieve the Sub-Advisor of any of its obligations under this Agreement and that the Sub-Advisor shall be liable hereunder for the actions of any such delegates to the same extent as if the Sub-Advisor had taken such actions directlyAssets. (g) The Sub-Advisor shall cooperate with the Advisor in connection with the Sub- Advisor’s provision of services hereunder and make personnel available, in person and by telephone, to answer any questions and provide such other related services as the Advisor may reasonably request. (h) The Sub-Advisor shall promptly (but in no event later than the end of the day on which such event is discovered and determined to be material) give notice to the Advisor of any material trading errors, material out-trades, material trade breaks, material trade disputes or of any alleged or real material violations of regulatory or exchange trading rules that relate to the transactions conducted by the Sub-Advisor for the Fund. The foregoing provisions shall in no way be interpreted to limit the Sub-Advisor’s obligations hereunder and/or the standard of care applicable to the Sub-Advisor in connection with its services hereunder. (i) The Sub-Advisor agrees that the Fund and the Advisor shall have the right to include in the Registration Statement or similar disclosure document or information materials in connection with the offering of equity interests in the Fund, investor or prospective investor reports, marketing materials and similar materials (collectively, the “Investor Materials”), and the Sub-Advisor shall provide to the Fund and the Advisor, a general description of the Sub-Advisor and its business. The Sub-Advisor shall (i) cooperate with the Fund and the Advisor in preparing any Investor Materials and any documents filed pursuant to Applicable Law; and (ii) provide other information as the Fund and/or the Advisor may reasonably request in connection with any due diligence or other investigation which may be conducted at any time and from time to time. If, after any Investor Materials shall have been used or distributed, the Sub-Advisor becomes aware of any materially untrue or misleading statement of fact or any omission of a material fact contained in any Investor Materials, the Sub-Advisor shall immediately cease distribution of such Investor Materials and notify the Fund and the Advisor and cooperate with the Fund and the Advisor in the preparation of any necessary amendments or supplements to any such Investor Materials. (j) The Sub-Advisor shall not use the name, logo or trademark(s) of the Advisor or its affiliates for any purpose without the prior written consent of the Advisor.

Appointment of the Sub-Advisor. (a) a. The Advisor hereby appoints the Sub-Advisor to act as an investment subperform the Services with respect to the assets of the Fund allocated by the Advisor to the Sub-adviser for Advisor from time to time in accordance with this Agreement (such assets, together with any current income and capital gains derived therefrom, the "Fund Assets"), in conformity with the Fund's prospectus and statement of additional information, as amended, in each case as furnished to the Sub-Advisor under Section 2(q) (collectively, the "Disclosure Documents) and the investment guidelines and policies, if any, agreed upon in writing by the parties from time to time (collectively with the Disclosure Documents, the "Investment Guidelines"), and subject to the supervision control and oversight direction of the Advisor and the Trust's Board of Trustees of (the Fund"Board"), for the period and in accordance with on the terms and conditions of set forth in this Agreement. The Sub-Advisor will accepts such appointment with respect to the Fund Assets on and subject to the terms of this Agreement and agrees during such period to render the Services and to perform the duties called for by this Agreement for the compensation provided in Section 3. The Sub- Advisor shall not be responsible for aspects of the Fund's investment program other than the management of the Fund Assets expressly set forth in this Agreement. b. Promptly following the initial funding of the segregated custodial account established to maintain the assets of the Fund (the "Account"), the Advisor shall specify (or cause the Fund's agent to specify) to the Sub-Advisor in writing the assets initially comprising the Fund Assets and information regarding the Account. The Advisor may from time to time, upon prior written notice to the Sub-Advisor, cause Fund Assets to be contributed to or withdrawn from the Account. Notices with respect to the initial funding of, and any contribution to and withdrawal from, the Account shall be furnished to the Sub-Advisor at the following email addresses: ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, or such other email address(es) communicated to the Advisor in writing by the Sub-Advisor from time to time. The initial funding of the Account and any subsequent contribution thereto shall be made only in cash unless otherwise agreed in writing by the Sub-Advisor; provided that for reasonable requests the Sub-Advisor does not withhold consent. As investment advisers to the Fund, each Advisor is required to maintain registration as an investment adviser under the Advisers Act. If the registration of the Advisor or the Sub-Advisor under the Advisers Act ceases, such party shall notify the other at least 90 days prior to such cessation. c. For purposes of this Agreement, the Sub-Advisor shall be deemed an independent contractor and will shall, except as expressly provided or authorized by written agreement with the Advisor, Fund, or Trust, have no authority to act for or represent the Fund or the Advisor Trust in any way or otherwise be deemed an agent of the Fund Trust or the Advisor except as expressly authorized in this Agreement or another writing by the Fund, the Advisor and the Sub-Advisor. (b) The Sub-Advisor accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided. (c) As an investment adviser to the Fund, the Sub-Advisor will be involved with all aspects of the Fund’s investment program including, without limitation, asset allocation and portfolio construction. (d) As part of the services it will provide hereunder, the Sub-Advisor will: (i) formulate and implement a continuous investment program for the Fund as outlined in any prospectus, offering memorandum, or statement of additional information contained in the Fund’s registration statement on Form N-2 filed with the U.S. Securities and Exchange Commission (the “SEC”), as each may be amended, modified or otherwise supplemented from time to time (collectively, the “Registration Statement”); (ii) take whatever steps are necessary to implement the investment program for the Fund; (iii) keep the Trustees of the Fund and the Advisor fully informed in writing on an ongoing basis as agreed by the Advisor and the Sub-Advisor as to (1) all material facts concerning the investment and reinvestment of the assets in the Fund and (2) the Sub-Advisor and its key investment personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Advisor or the Trustees of the Fund; and attend meetings with the Advisor and/or the Trustees, as reasonably requested, to discuss the foregoing; (iv) provide assistance in determining the fair value of all securities and other investments/assets in the Fund (with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with the Advisor and/or Fund); and (v) cooperate with and provide reasonable assistance to the Advisor, the Fund’s administrator, the Fund’s custodians, the Fund’s transfer agent and pricing agents and all other agents and representatives of the Fund and the Advisor; keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Fund and the Advisor; provide prompt responses to reasonable requests made by such persons; and maintain any appropriate interfaces with each such person so as to promote the efficient exchange of information. (e) In furnishing services hereunder, the Sub-Advisor shall be subject to, and shall perform in accordance with, the following: (i) the Fund’s Agreement and Declaration of Trust and/or other governing instruments, as the same may be hereafter modified and/or amended from time to time (“Governing Documents”); (ii) the currently effective Registration Statement; (iii) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Fund and the rules and regulations promulgated by the SEC thereunder, and the rules of any United States or foreign securities, commodities, futures, options or other financial product exchange, transaction execution facility or other financial market system (and its clearing house, if any) through which trades for the Fund are conducted) (collectively, “Applicable Law”); (iv) the Fund’s compliance manual and other policies and procedures adopted from time to time by the Board of Trustees of the Fund; and (v) the written instructions of the Advisor. Prior to the commencement of the Sub-Advisor’s services hereunder, the Advisor shall provide the Sub-Advisor with current copies of any Governing Documents, Registration Statement, compliance manual and other relevant policies and procedures that are adopted by the Board of Trustees of the Fund. The Advisor undertakes to provide the Sub-Advisor with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. (f) The Sub-Advisor shall discharge its services with respect to the Fund hereunder (i) solely in the best interest of the Fund; and (ii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Sub-Advisor would use in advising and/or managing the assets of any other account or entity (including its own proprietary accounts). The Sub-Advisor may delegate to any affiliate of the Sub-Advisor, the provision of all or any portion of the services to be provided by the Sub-Advisor hereunder. In the event that any such delegation is made, the Sub-Advisor shall ensure that its delegates comply with the terms of this Agreement, and the Sub-Advisor acknowledges and agrees that such delegation shall not relieve the Sub-Advisor of any of its obligations under this Agreement and that the Sub-Advisor shall be liable hereunder for the actions of any such delegates to the same extent as if the Sub-Advisor had taken such actions directly. (g) The Sub-Advisor shall cooperate with the Advisor in connection with the Sub- Advisor’s provision of services hereunder and make personnel available, in person and by telephone, to answer any questions and provide such other related services as the Advisor may reasonably request. (h) The Sub-Advisor shall promptly (but in no event later than the end of the day on which such event is discovered and determined to be material) give notice to the Advisor of any material trading errors, material out-trades, material trade breaks, material trade disputes or of any alleged or real material violations of regulatory or exchange trading rules that relate to the transactions conducted by the Sub-Advisor for the Fund. The foregoing provisions shall in no way be interpreted to limit the Sub-Advisor’s obligations hereunder and/or the standard of care applicable to the Sub-Advisor in connection with its services hereunder. (i) The Sub-Advisor agrees that the Fund and the Advisor shall have the right to include in the Registration Statement or similar disclosure document or information materials in connection with the offering of equity interests in the Fund, investor or prospective investor reports, marketing materials and similar materials (collectively, the “Investor Materials”), and the Sub-Advisor shall provide to the Fund and the Advisor, a general description of the Sub-Advisor and its business. The Sub-Advisor shall (i) cooperate with the Fund and the Advisor in preparing any Investor Materials and any documents filed pursuant to Applicable Law; and (ii) provide other information as the Fund and/or the Advisor may reasonably request in connection with any due diligence or other investigation which may be conducted at any time and from time to time. If, after any Investor Materials shall have been used or distributed, the Sub-Advisor becomes aware of any materially untrue or misleading statement of fact or any omission of a material fact contained in any Investor Materials, the Sub-Advisor shall immediately cease distribution of such Investor Materials and notify the Fund and the Advisor and cooperate with the Fund and the Advisor in the preparation of any necessary amendments or supplements to any such Investor Materials. (j) The Sub-Advisor shall not use the name, logo or trademark(s) of the Advisor or its affiliates for any purpose without the prior written consent of the Advisor.

Appointment of the Sub-Advisor. (a) a. The Advisor hereby appoints the Sub-Advisor to act as an investment subperform the Services with respect to the assets of the Fund allocated by the Advisor to the Sub-adviser for Advisor from time to time in accordance with this Agreement (such assets, together with any current income and capital gains derived therefrom, the “Fund Assets”), in conformity with the Fund’s prospectus and statement of additional information, as amended, in each case as furnished to the Sub-Advisor under Section 2(q) (collectively, the “Disclosure Documents) and the investment guidelines and policies, if any, agreed upon in writing by the parties from time to time (collectively with the Disclosure Documents, the “Investment Guidelines”), and subject to the supervision control and oversight direction of the Advisor and the Trust’s Board of Trustees of (the Fund“Board”), for the period and in accordance with on the terms and conditions of set forth in this Agreement. The Sub-Advisor will accepts such appointment with respect to the Fund Assets on and subject to the terms of this Agreement and agrees during such period to render the Services and to perform the duties called for by this Agreement for the compensation provided in Section 4. The Sub-Advisor shall not be responsible for aspects of the Fund’s investment program other than the management of the Fund Assets as expressly set forth in this Agreement. b. Promptly following the initial funding of the segregated custodial account established to maintain the assets of the Fund (the “Account”), the Advisor shall specify (or cause the Fund’s agent to specify) to the Sub-Advisor in writing the assets initially comprising the Fund Assets and information regarding the Account. The Advisor may from time to time, upon prior written notice to the Sub-Advisor, cause Fund Assets to be contributed to or withdrawn from the Account. Notices with respect to the initial funding of, and any contribution to and withdrawal from, the Account shall be furnished to the Sub-Advisor at the following email addresses: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, or such other email address(es) communicated to the Advisor in writing by the Sub-Advisor from time to time. The initial funding of the Account and any subsequent contribution thereto shall be made only in cash unless otherwise agreed in writing by the Sub-Advisor; provided that for reasonable requests the Sub-Advisor does not withhold consent. As investment advisers to the Fund, each Advisor is required to maintain registration as an investment adviser under the Advisers Act. If the registration of the Advisor or the Sub-Advisor under the Advisers Act ceases, such party shall notify the other at least 90 days prior to such cessation. c. For purposes of this Agreement, the Sub-Advisor shall be deemed an independent contractor and will shall, except as expressly provided or authorized by written agreement with the Advisor, Fund, or Trust, have no authority to act for or represent the Fund or the Advisor Trust in any way or otherwise be deemed an agent of the Fund Trust or the Advisor except as expressly authorized in this Agreement or another writing by the Fund, the Advisor and the Sub-Advisor. (b) The Sub-Advisor accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided. (c) As an investment adviser to the Fund, the Sub-Advisor will be involved with all aspects of the Fund’s investment program including, without limitation, asset allocation and portfolio construction. (d) As part of the services it will provide hereunder, the Sub-Advisor will: (i) formulate and implement a continuous investment program for the Fund as outlined in any prospectus, offering memorandum, or statement of additional information contained in the Fund’s registration statement on Form N-2 filed with the U.S. Securities and Exchange Commission (the “SEC”), as each may be amended, modified or otherwise supplemented from time to time (collectively, the “Registration Statement”); (ii) take whatever steps are necessary to implement the investment program for the Fund; (iii) keep the Trustees of the Fund and the Advisor fully informed in writing on an ongoing basis as agreed by the Advisor and the Sub-Advisor as to (1) all material facts concerning the investment and reinvestment of the assets in the Fund and (2) the Sub-Advisor and its key investment personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Advisor or the Trustees of the Fund; and attend meetings with the Advisor and/or the Trustees, as reasonably requested, to discuss the foregoing; (iv) provide assistance in determining the fair value of all securities and other investments/assets in the Fund (with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with the Advisor and/or Fund); and (v) cooperate with and provide reasonable assistance to the Advisor, the Fund’s administrator, the Fund’s custodians, the Fund’s transfer agent and pricing agents and all other agents and representatives of the Fund and the Advisor; keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Fund and the Advisor; provide prompt responses to reasonable requests made by such persons; and maintain any appropriate interfaces with each such person so as to promote the efficient exchange of information. (e) In furnishing services hereunder, the Sub-Advisor shall be subject to, and shall perform in accordance with, the following: (i) the Fund’s Agreement and Declaration of Trust and/or other governing instruments, as the same may be hereafter modified and/or amended from time to time (“Governing Documents”); (ii) the currently effective Registration Statement; (iii) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Fund and the rules and regulations promulgated by the SEC thereunder, and the rules of any United States or foreign securities, commodities, futures, options or other financial product exchange, transaction execution facility or other financial market system (and its clearing house, if any) through which trades for the Fund are conducted) (collectively, “Applicable Law”); (iv) the Fund’s compliance manual and other policies and procedures adopted from time to time by the Board of Trustees of the Fund; and (v) the written instructions of the Advisor. Prior to the commencement of the Sub-Advisor’s services hereunder, the Advisor shall provide the Sub-Advisor with current copies of any Governing Documents, Registration Statement, compliance manual and other relevant policies and procedures that are adopted by the Board of Trustees of the Fund. The Advisor undertakes to provide the Sub-Advisor with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. (f) The Sub-Advisor shall discharge its services with respect to the Fund hereunder (i) solely in the best interest of the Fund; and (ii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Sub-Advisor would use in advising and/or managing the assets of any other account or entity (including its own proprietary accounts). The Sub-Advisor may delegate to any affiliate of the Sub-Advisor, the provision of all or any portion of the services to be provided by the Sub-Advisor hereunder. In the event that any such delegation is made, the Sub-Advisor shall ensure that its delegates comply with the terms of this Agreement, and the Sub-Advisor acknowledges and agrees that such delegation shall not relieve the Sub-Advisor of any of its obligations under this Agreement and that the Sub-Advisor shall be liable hereunder for the actions of any such delegates to the same extent as if the Sub-Advisor had taken such actions directly. (g) The Sub-Advisor shall cooperate with the Advisor in connection with the Sub- Advisor’s provision of services hereunder and make personnel available, in person and by telephone, to answer any questions and provide such other related services as the Advisor may reasonably request. (h) The Sub-Advisor shall promptly (but in no event later than the end of the day on which such event is discovered and determined to be material) give notice to the Advisor of any material trading errors, material out-trades, material trade breaks, material trade disputes or of any alleged or real material violations of regulatory or exchange trading rules that relate to the transactions conducted by the Sub-Advisor for the Fund. The foregoing provisions shall in no way be interpreted to limit the Sub-Advisor’s obligations hereunder and/or the standard of care applicable to the Sub-Advisor in connection with its services hereunder. (i) The Sub-Advisor agrees that the Fund and the Advisor shall have the right to include in the Registration Statement or similar disclosure document or information materials in connection with the offering of equity interests in the Fund, investor or prospective investor reports, marketing materials and similar materials (collectively, the “Investor Materials”), and the Sub-Advisor shall provide to the Fund and the Advisor, a general description of the Sub-Advisor and its business. The Sub-Advisor shall (i) cooperate with the Fund and the Advisor in preparing any Investor Materials and any documents filed pursuant to Applicable Law; and (ii) provide other information as the Fund and/or the Advisor may reasonably request in connection with any due diligence or other investigation which may be conducted at any time and from time to time. If, after any Investor Materials shall have been used or distributed, the Sub-Advisor becomes aware of any materially untrue or misleading statement of fact or any omission of a material fact contained in any Investor Materials, the Sub-Advisor shall immediately cease distribution of such Investor Materials and notify the Fund and the Advisor and cooperate with the Fund and the Advisor in the preparation of any necessary amendments or supplements to any such Investor Materials. (j) The Sub-Advisor shall not use the name, logo or trademark(s) of the Advisor or its affiliates for any purpose without the prior written consent of the Advisor.

Appointment of the Sub-Advisor. (a) a. The Advisor hereby appoints the Sub-Advisor to act as an investment subperform the Services with respect to the assets of the Fund allocated by the Advisor to the Sub-adviser for Advisor from time to time in accordance with this Agreement (such assets, together with any current income and capital gains derived therefrom, the “Fund Assets”), in conformity with the Fund’s prospectus and statement of additional information, as amended, in each case as furnished to the Sub-Advisor under Section 2(q) (collectively, the “Disclosure Documents) and the investment guidelines and policies, if any, as agreed to by the parties from time to time (collectively with the Disclosure Documents, the “Investment Guidelines”), and subject to the supervision control and oversight direction of the Advisor and the Trust’s Board of Trustees of (the Fund“Board”), for the period and in accordance with on the terms and conditions of set forth in this Agreement. The Sub-Advisor will accepts such appointment with respect to the Fund Assets (and not with respect to any other assets of the Trust) on and subject to the terms of this Agreement and agrees during such period to render the Services and to perform the duties called for by this Agreement for the compensation provided in Section 3. b. Promptly following the initial funding of the segregated custodial account established to maintain the assets of the Fund (the “Account”), the Advisor shall specify (or cause the Fund’s agent to specify) to the Sub-Advisor in writing the assets initially comprising the Fund Assets and information regarding the Account. The Advisor may from time to time, upon prior written notice to the Sub-Advisor, cause Fund Assets to be contributed to or withdrawn from the Account. Notices with respect to the initial funding of, and any contribution to and withdrawal from, the Account shall be furnished to the Sub-Advisor at the following email addresses: ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, or such other email address(es) communicated to the Advisor in writing by the Sub-Advisor from time to time. The initial funding of the Account and any subsequent contribution thereto shall be made only in cash unless otherwise agreed in writing by the Sub-Advisor; provided that for reasonable requests the Sub-Advisor does not withhold consent. As investment advisers to the Fund, each Advisor is required to maintain registration as an investment adviser under the Advisers Act. If the registration of the Advisor or the Sub-Advisor under the Advisers Act ceases, such party shall notify the other at least 90 days prior to such cessation. c. For purposes of this Agreement, the Sub-Advisor shall be deemed an independent contractor and will shall, except as expressly provided or authorized by written agreement with the Advisor, Fund, or Trust, have no authority to act for or represent the Fund or the Advisor Trust in any way or otherwise be deemed an agent of the Fund Trust or the Advisor except as expressly authorized in this Agreement or another writing by the Fund, the Advisor and the Sub-Advisor. (b) The Sub-Advisor accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided. (c) As an investment adviser to the Fund, the Sub-Advisor will be involved with all aspects of the Fund’s investment program including, without limitation, asset allocation and portfolio construction. (d) As part of the services it will provide hereunder, the Sub-Advisor will: (i) formulate and implement a continuous investment program for the Fund as outlined in any prospectus, offering memorandum, or statement of additional information contained in the Fund’s registration statement on Form N-2 filed with the U.S. Securities and Exchange Commission (the “SEC”), as each may be amended, modified or otherwise supplemented from time to time (collectively, the “Registration Statement”); (ii) take whatever steps are necessary to implement the investment program for the Fund; (iii) keep the Trustees of the Fund and the Advisor fully informed in writing on an ongoing basis as agreed by the Advisor and the Sub-Advisor as to (1) all material facts concerning the investment and reinvestment of the assets in the Fund and (2) the Sub-Advisor and its key investment personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Advisor or the Trustees of the Fund; and attend meetings with the Advisor and/or the Trustees, as reasonably requested, to discuss the foregoing; (iv) provide assistance in determining the fair value of all securities and other investments/assets in the Fund (with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with the Advisor and/or Fund); and (v) cooperate with and provide reasonable assistance to the Advisor, the Fund’s administrator, the Fund’s custodians, the Fund’s transfer agent and pricing agents and all other agents and representatives of the Fund and the Advisor; keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Fund and the Advisor; provide prompt responses to reasonable requests made by such persons; and maintain any appropriate interfaces with each such person so as to promote the efficient exchange of information. (e) In furnishing services hereunder, the Sub-Advisor shall be subject to, and shall perform in accordance with, the following: (i) the Fund’s Agreement and Declaration of Trust and/or other governing instruments, as the same may be hereafter modified and/or amended from time to time (“Governing Documents”); (ii) the currently effective Registration Statement; (iii) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Fund and the rules and regulations promulgated by the SEC thereunder, and the rules of any United States or foreign securities, commodities, futures, options or other financial product exchange, transaction execution facility or other financial market system (and its clearing house, if any) through which trades for the Fund are conducted) (collectively, “Applicable Law”); (iv) the Fund’s compliance manual and other policies and procedures adopted from time to time by the Board of Trustees of the Fund; and (v) the written instructions of the Advisor. Prior to the commencement of the Sub-Advisor’s services hereunder, the Advisor shall provide the Sub-Advisor with current copies of any Governing Documents, Registration Statement, compliance manual and other relevant policies and procedures that are adopted by the Board of Trustees of the Fund. The Advisor undertakes to provide the Sub-Advisor with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. (f) The Sub-Advisor shall discharge its services with respect to the Fund hereunder (i) solely in the best interest of the Fund; and (ii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Sub-Advisor would use in advising and/or managing the assets of any other account or entity (including its own proprietary accounts). The Sub-Advisor may delegate to any affiliate of the Sub-Advisor, the provision of all or any portion of the services to be provided by the Sub-Advisor hereunder. In the event that any such delegation is made, the Sub-Advisor shall ensure that its delegates comply with the terms of this Agreement, and the Sub-Advisor acknowledges and agrees that such delegation shall not relieve the Sub-Advisor of any of its obligations under this Agreement and that the Sub-Advisor shall be liable hereunder for the actions of any such delegates to the same extent as if the Sub-Advisor had taken such actions directly. (g) The Sub-Advisor shall cooperate with the Advisor in connection with the Sub- Advisor’s provision of services hereunder and make personnel available, in person and by telephone, to answer any questions and provide such other related services as the Advisor may reasonably request. (h) The Sub-Advisor shall promptly (but in no event later than the end of the day on which such event is discovered and determined to be material) give notice to the Advisor of any material trading errors, material out-trades, material trade breaks, material trade disputes or of any alleged or real material violations of regulatory or exchange trading rules that relate to the transactions conducted by the Sub-Advisor for the Fund. The foregoing provisions shall in no way be interpreted to limit the Sub-Advisor’s obligations hereunder and/or the standard of care applicable to the Sub-Advisor in connection with its services hereunder. (i) The Sub-Advisor agrees that the Fund and the Advisor shall have the right to include in the Registration Statement or similar disclosure document or information materials in connection with the offering of equity interests in the Fund, investor or prospective investor reports, marketing materials and similar materials (collectively, the “Investor Materials”), and the Sub-Advisor shall provide to the Fund and the Advisor, a general description of the Sub-Advisor and its business. The Sub-Advisor shall (i) cooperate with the Fund and the Advisor in preparing any Investor Materials and any documents filed pursuant to Applicable Law; and (ii) provide other information as the Fund and/or the Advisor may reasonably request in connection with any due diligence or other investigation which may be conducted at any time and from time to time. If, after any Investor Materials shall have been used or distributed, the Sub-Advisor becomes aware of any materially untrue or misleading statement of fact or any omission of a material fact contained in any Investor Materials, the Sub-Advisor shall immediately cease distribution of such Investor Materials and notify the Fund and the Advisor and cooperate with the Fund and the Advisor in the preparation of any necessary amendments or supplements to any such Investor Materials. (j) The Sub-Advisor shall not use the name, logo or trademark(s) of the Advisor or its affiliates for any purpose without the prior written consent of the Advisor.

Appointment of the Sub-Advisor. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached as Exhibit A (a) The the “Advisory Agreement”), the Advisor hereby appoints the Sub-Advisor to act as an manage the investment sub-adviser for and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (the “Fund Assets”), in conformity with the Fund’s currently effective registration statement, including its prospectus and statement of additional information, as amended (collectively, the “Disclosure Documents”), and subject to the supervision control and oversight direction of the Advisor and the Trust’s Board of Trustees of (the Fund“Board”), for the period and in accordance with on the terms set forth in this Agreement. The Sub -Advisor accepts such appointment and conditions agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation provided in Section 3 of this Agreement. The Sub-Advisor will shall at all times maintain its registration as an investment advisor under the Advisers Act and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. For purposes of this Agreement, the Sub-Advisor shall be deemed an independent contractor and will shall, except as expressly provided or authorized by this written Agreement or any written directions which the Advisor or the Board may give pursuant to this Agreement, have no authority to act for or represent the Fund or the Advisor Trust in any way or otherwise be deemed an agent of the Fund Trust or the Advisor except as expressly authorized in this Agreement or another writing by the Fund, the Advisor and the Sub-Advisor. (b) The Sub-Advisor accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided. (c) As an investment adviser to the Fund, the Sub-Advisor will be involved with all aspects of the Fund’s investment program including, without limitation, asset allocation and portfolio construction. (d) As part of the services it will provide hereunder, the Sub-Advisor will: (i) formulate and implement a continuous investment program for the Fund as outlined in any prospectus, offering memorandum, or statement of additional information contained in the Fund’s registration statement on Form N-2 filed with the U.S. Securities and Exchange Commission (the “SEC”), as each may be amended, modified or otherwise supplemented from time to time (collectively, the “Registration Statement”); (ii) take whatever steps are necessary to implement the investment program for the Fund; (iii) keep the Trustees of the Fund and the Advisor fully informed in writing on an ongoing basis as agreed by the Advisor and the Sub-Advisor as to (1) all material facts concerning the investment and reinvestment of the assets in the Fund and (2) the Sub-Advisor and its key investment personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Advisor or the Trustees of the Fund; and attend meetings with the Advisor and/or the Trustees, as reasonably requested, to discuss the foregoing; (iv) provide assistance in determining the fair value of all securities and other investments/assets in the Fund (with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with the Advisor and/or Fund); and (v) cooperate with and provide reasonable assistance to the Advisor, the Fund’s administrator, the Fund’s custodians, the Fund’s transfer agent and pricing agents and all other agents and representatives of the Fund and the Advisor; keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Fund and the Advisor; provide prompt responses to reasonable requests made by such persons; and maintain any appropriate interfaces with each such person so as to promote the efficient exchange of information. (e) In furnishing services hereunder, the Sub-Advisor shall be subject to, and shall perform in accordance with, the following: (i) the Fund’s Agreement and Declaration of Trust and/or other governing instruments, as the same may be hereafter modified and/or amended from time to time (“Governing Documents”); (ii) the currently effective Registration Statement; (iii) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Fund and the rules and regulations promulgated by the SEC thereunder, and the rules of any United States or foreign securities, commodities, futures, options or other financial product exchange, transaction execution facility or other financial market system (and its clearing house, if any) through which trades for the Fund are conducted) (collectively, “Applicable Law”); (iv) the Fund’s compliance manual and other policies and procedures adopted from time to time by the Board of Trustees of the Fund; and (v) the written instructions of the Advisor. Prior to the commencement of the Sub-Advisor’s services hereunder, the Advisor shall provide the Sub-Advisor with current copies of any Governing Documents, Registration Statement, compliance manual and other relevant policies and procedures that are adopted by the Board of Trustees of the Fund. The Advisor undertakes to provide the Sub-Advisor with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. (f) The Sub-Advisor shall discharge its services with respect to the Fund hereunder (i) solely in the best interest of the Fund; and (ii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence provided that the Sub-Advisor would use is authorized to (1) execute and/or provide documentation, agreements, contracts and other instruction to brokers, dealers, crossing networks, banks and other persons in advising and/or managing connection with its management of the assets of Fund Assets and (2) generally perform any other account act reasonably deemed necessary or entity (including its own proprietary accounts). The Sub-Advisor may delegate to any affiliate of the Sub-Advisor, the provision of all or any portion of the services to be provided desirable by the Sub-Advisor hereunder. In the event that any such delegation is made, the Sub-Advisor shall ensure that its delegates comply with the terms of this Agreement, and the Sub-Advisor acknowledges and agrees that such delegation shall not relieve the Sub-Advisor of any of its obligations under this Agreement and that the Sub-Advisor shall be liable hereunder for the actions of any such delegates to the same extent as if the Sub-Advisor had taken such actions directly. (g) The Sub-Advisor shall cooperate with the Advisor in connection with the Sub- Advisor’s provision of services hereunder and make personnel available, in person and by telephone, to answer any questions and provide such other related services as the Advisor may reasonably request. (h) The Sub-Advisor shall promptly (but in no event later than the end of the day on which such event is discovered and determined to be material) give notice to the Advisor of any material trading errors, material out-trades, material trade breaks, material trade disputes or of any alleged or real material violations of regulatory or exchange trading rules that relate to the transactions conducted by the Sub-Advisor for the Fund. The foregoing provisions shall in no way be interpreted to limit the Sub-Advisor’s obligations hereunder and/or the standard of care applicable to assist the Sub-Advisor in connection with carrying out its services hereunderobligations under this Agreement. (i) The Sub-Advisor agrees that the Fund and the Advisor shall have the right to include in the Registration Statement or similar disclosure document or information materials in connection with the offering of equity interests in the Fund, investor or prospective investor reports, marketing materials and similar materials (collectively, the “Investor Materials”), and the Sub-Advisor shall provide to the Fund and the Advisor, a general description of the Sub-Advisor and its business. The Sub-Advisor shall (i) cooperate with the Fund and the Advisor in preparing any Investor Materials and any documents filed pursuant to Applicable Law; and (ii) provide other information as the Fund and/or the Advisor may reasonably request in connection with any due diligence or other investigation which may be conducted at any time and from time to time. If, after any Investor Materials shall have been used or distributed, the Sub-Advisor becomes aware of any materially untrue or misleading statement of fact or any omission of a material fact contained in any Investor Materials, the Sub-Advisor shall immediately cease distribution of such Investor Materials and notify the Fund and the Advisor and cooperate with the Fund and the Advisor in the preparation of any necessary amendments or supplements to any such Investor Materials. (j) The Sub-Advisor shall not use the name, logo or trademark(s) of the Advisor or its affiliates for any purpose without the prior written consent of the Advisor.