Common use of Compensation of the Advisor Clause in Contracts

Compensation of the Advisor. (a) For the services to be rendered by the Advisor as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Advisor compensation at the rate(s) specified in Schedule A, as may be amended from time to time, attached hereto and made a part of this Agreement. Such compensation shall be paid to the Advisor at the end of each month and calculated by applying a daily rate to the assets of each of the Funds, based on the annual percentage rates as specified in the attached Schedule A. The fee shall be based on the average daily net assets for the month involved. (b) Any advisory fees which may be charged by sub-advisors hired by the Advisor are the sole obligation of the Advisor, and not of the Trust. (c) If this Agreement is terminated prior to the end of any calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, during which the Agreement is in effect, bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination. (d) The Advisor may voluntarily or contractually agree to reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may similarly agree to make payments to limit expenses which are the responsibility of the Trust under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual of the related expense or fee and will be estimated daily. Any fee withheld shall be voluntarily reduced and any Fund expense paid by the Advisor voluntarily or pursuant to an agreed expense limitation shall be reimbursed by the Fund to the Advisor in the first, second, or third (or any combination thereof) fiscal year next succeeding the fiscal year of the withholding, reduction, or payment to the extent permitted by applicable law if the aggregate expenses for the next succeeding fiscal year, second fiscal year or third succeeding fiscal year do not exceed any limitation to which the Advisor has agreed.

Compensation of the Advisor. (a) For the services to be rendered by the Advisor to each Fund as provided in Sections 1 and 2 of this Agreement, the Trust shall cause each Fund to pay to the Advisor compensation at the rate(s) specified in Schedule A, as may be amended from time to time, attached hereto and made a part of this Agreement. Such compensation shall be paid to the Advisor at the end of each month and calculated by applying a daily rate to the assets of each of the Funds, based on the annual percentage rates as specified in the attached Schedule A. The fee shall be based on the average daily net assets for the month involved. (b) Any advisory fees which may be charged by sub-advisors hired by the Advisor are the sole obligation of the Advisor, and not of the Trust. (c) If this Agreement is terminated prior to the end of any calendar month, the management advisory fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, during which the Agreement is in effect, bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination. (d) The Advisor may voluntarily or contractually agree to reduce any portion of the compensation or reimbursement of expenses due to it the Advisor pursuant to this Agreement and may similarly agree to make payments to limit expenses which are the responsibility of the Trust under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual of the related expense or fee and will be estimated daily. Any advisory fee withheld shall be voluntarily or contractually reduced and any Fund expense paid by the Advisor voluntarily or pursuant to an agreed expense limitation shall be reimbursed by the Fund to the Advisor in the firstAdvisor, second, or third (or any combination thereof) fiscal year next succeeding the fiscal year of the withholding, reduction, or payment to the extent permitted by applicable law if law, during the aggregate three years following the time at which the Advisor waived fees or assumed expenses for the next succeeding fiscal year, second fiscal year or third succeeding fiscal year do not exceed any limitation to which the Advisor has agreedFund under this Agreement.

Compensation of the Advisor. (a) For the services to be rendered by the Advisor as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Advisor compensation at the rate(s) rates specified in Schedule A, as may be amended from time to time, attached hereto and made a part of this Agreement. Such compensation shall be paid to the Advisor at the end of each month and shall be calculated by applying a daily rate to the assets of each of the FundsFund, based on the annual percentage rates as specified in the attached Schedule A. The fee shall be based on the average daily net assets for the month involved. (b) Any advisory fees which that may be charged by any sub-advisors hired by the Advisor are the sole obligation of the Advisor, and not of the Trust. (c) If this Agreement is terminated prior to the end of any calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which that the number of calendar days, days during which the Agreement is in effect, bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination. (d) The Advisor may voluntarily or contractually agree to reduce any portion of the compensation or reimbursement of expenses due to it the Advisor pursuant to this Agreement and may similarly agree to make payments to limit expenses which that are the responsibility of the Trust under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual of the related expense or fee and will be estimated daily. Any fee withheld shall be voluntarily reduced by the Advisor and any Fund expense paid by the Advisor voluntarily or pursuant to an agreed expense limitation shall be reimbursed by the Fund to the Advisor in the first, second, or third (or any combination thereof) fiscal year next succeeding the fiscal year of the withholding, reduction, or payment to the extent permitted by applicable law if the aggregate expenses for the next succeeding fiscal year, second fiscal year or third succeeding fiscal year do not exceed any limitation to which the Advisor has agreed.

Compensation of the Advisor. (a) For The Trust agrees to pay the Advisor and the Advisor agrees to accept as full compensation for all services to be rendered by the Advisor as provided Advisor, an annual management fee, computed daily and payable monthly in Sections 1 and 2 arrears at the annual rate for each series of the Trust specified on Exhibit A to this Agreement, the Trust shall pay to the Advisor compensation at the rate(s) specified in Schedule A, as that Exhibit A may be amended from time to time, attached hereto and made a part of this Agreement. Such compensation shall be paid to the Advisor at the end of each month and calculated by applying a daily rate to the assets of each of the Funds, based on the annual percentage rates as specified in the attached Schedule A. The fee shall be based on the average daily net assets for the month involved. (b) Any advisory fees which If the expenses of the Trust or a Fund for any fiscal year exceed such limits as may be charged by sub-advisors hired by agreed from time to time between the Advisor are the sole obligation of Trust and the Advisor, and not the Advisor will subsidize or reimburse applicable expenses or reduce its fee by the amount of such excess. The payment of the Trust. (c) If this Agreement is terminated prior to management fee at the end of any calendar monthmonth will be reduced or postponed or, the management fee shall if necessary, a refund will be prorated for the portion of any month in which this Agreement is in effect according made to the proportion which Trust so that at no time will there be any accrued but unpaid liability under this expense limitation. In subsequent years, any reductions made by the number of calendar days, during which the Agreement is Advisor in effect, bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination. (d) The Advisor may voluntarily its management fees or contractually agree to reduce any portion of the compensation payments or reimbursement of expenses due to it pursuant to this Agreement and may similarly agree to make payments to limit expenses which are the responsibility Trust’s obligation are subject to reimbursement by the Trust provided the Trust is able to effect such reimbursement and remain in compliance with the aforementioned expense limitations. The reimbursement of any subsidy must be sought no later than the end of the Trust under this Agreementthird fiscal year following the year to which the subsidy relates. Any such reduction The Advisor may not request or receive reimbursement for any subsidies before payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual of the related expense or fee ordinary operating expenses of the applicable Fund for the current fiscal year and will be estimated daily. Any fee withheld shall be voluntarily reduced and any Fund expense paid by the Advisor voluntarily or pursuant to an agreed expense limitation shall be reimbursed by the cannot cause that Fund to exceed the Advisor in the first, second, or third (or any combination thereof) fiscal year next succeeding the fiscal year of the withholding, reduction, or payment to the extent permitted by applicable law if the aggregate expenses for the next succeeding fiscal year, second fiscal year or third succeeding fiscal year do not exceed any limitation to which the Advisor has agreedagreed in making such reimbursement.

Compensation of the Advisor. (a) For the Investment Advisory Services and the related services to be rendered by the Advisor as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Advisor compensation at the rate(s) rate specified in Schedule A, as may be amended from time to time, the Schedule(s) which are attached hereto and made a part of this Agreement. Such compensation shall be paid to the Advisor at the end of each month month, and calculated by applying a daily rate to the assets of each of the Fundsrate, based on the annual percentage rates as specified in the attached Schedule A. Schedule(s), to the assets of the Fund. The fee shall be based on the average daily net assets of the Fund for the month involved. (b) Any advisory fees which may be charged by sub-advisors hired by the Advisor are the sole obligation of the Advisor, and not of the Trust. (c) If this Agreement is terminated prior to the end of any calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, during which the Agreement is in effect, bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination. (d) . The Advisor voluntarily may voluntarily or contractually agree to reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may similarly agree to make payments to limit the expenses which are the responsibility of the Trust a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual of the related expense or fee and will be estimated daily. Any fee withheld shall be voluntarily reduced and any Fund expense paid by the Advisor voluntarily or pursuant to an agreed expense limitation shall be reimbursed by the appropriate Fund to the Advisor in the first, second, second or third (or any combination thereof) fiscal year next succeeding the fiscal year of the withholding, reduction, or payment to the extent permitted by applicable law if the aggregate expenses for the next succeeding fiscal year, second succeeding fiscal year or third succeeding fiscal year do not exceed any limitation to which the Advisor has agreed. Such reimbursement may be paid prior to the Fund's payment of current expenses if so requested by the Advisor even if such payment may require the Advisor to waive or reduce its fees hereunder to pay current Fund expenses. If at any time this Agreement is terminated, any fees or compensation for services performed shall be pro rated to the effective date of termination, and such pro rated fees or compensation shall be paid to the Advisor promptly upon receipt of an invoice therefor. All rights of compensation under this Agreement for services performed shall survive the termination of this Agreement.

Compensation of the Advisor. (a) For the The Advisor, for its services to the BDC, will be entitled to receive a management fee (the "Management Fee") from the BDC. The Management Fee will be calculated at an annual rate of 2.00% of total assets. For services rendered by under this Agreement during the Advisor as provided period commencing from the Closing through and including the first twelve months of operations, the Management Fee will be payable monthly in Sections 1 and 2 arrears based on the asset valuation for the prior month or, prior to the BDC's first valuation, its assets upon the commencement of its business. For services rendered under this Agreement after that time, the Management Fee will be paid quarterly in arrears based on the asset valuation for the prior quarter. (b) For purposes of this Agreement, the Trust net assets of the BDC shall pay be calculated pursuant to the Advisor compensation at the rate(s) specified in Schedule A, as may be amended from time to time, attached hereto and made a part of this Agreement. Such compensation shall be paid to the Advisor at the end of each month and calculated procedures adopted by applying a daily rate to the assets of each resolutions of the Funds, based on the annual percentage rates as specified in the attached Schedule A. The fee shall be based on the average daily net assets for the month involved. (b) Any advisory fees which may be charged by sub-advisors hired by the Advisor are the sole obligation Directors of the Advisor, and not BDC for calculating the value of the TrustBDC's assets or delegating such calculations to third parties. (c) If this Agreement is terminated The Advisor will be entitled to receive a fee (the "Carried Interest") in an amount equal to, (i) commencing on the Ramp-Up Date and prior to the end first day of any the calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, quarter during which the Agreement is in effectPublic Market Event occurs, bears to (A) 50% (payable at the number of calendar days in the monthsame time as, and shall be not in advance of, any distributions in respect of the BDC's common shares) of the amount by which the Cumulative Adjusted Common Distributions exceed the Hurdle until the cumulative payments that have been made in respect of the Carried Interest pursuant to this clause (i) since the Ramp-Up Date equal 20% of the sum of the amount paid pursuant to this clause (i) plus the amount of the Cumulative Adjusted Common Distributions since the Ramp-Up Date, and thereafter (B) an amount (payable at the same time as, and not in advance of, any distributions in respect of the BDC's common shares) such that, after payment thereof, the cumulative payments that have been made in respect of the Carried Interest pursuant to this clause (i) since the Ramp-Up Date equal 20% of the sum of the amount paid pursuant to this clause (i) plus the amount of the Cumulative Adjusted Common Distributions since the Ramp-Up Date and (ii) commencing on and after the first day of the calendar quarter during which the Public Market Event occurs, (A) 50% (payable at the same time as, and not in advance of, any distributions in respect of the BDC's common shares) of the amount by which the cumulative distributions and amounts distributable out of net income (including realized capital gains in excess of realized capital losses) in respect of the BDC's common shares (1) since the Public Market Event or (2) during the four calendar quarters most recently completed prior to or within 10 15 days after the date of terminationdeclaration, whichever is most recent, exceed the Hurdle until the cumulative payments that have been made in respect of the Carried Interest pursuant to this clause (ii) equal 20% of the sum of the amount distributed pursuant to this clause (ii) plus the amount of the Cumulative Adjusted Common Distributions (1) since the Public Market Event or (2) during the four calendar quarters most recently completed prior to or within 15 days after the date of declaration, whichever is most recent, and thereafter (B) an amount (payable at the same time as, and not in advance of, any distributions in respect of the Common Shares) equal to the excess of (1) 20% of the sum of the amount distributed pursuant to this clause (ii) plus the amount of the Measurement Period Adjusted Common Distributions (as defined below) over (2) the portion of the amount in item (1) above previously distributed during such four preceding quarters. (d) The Advisor may voluntarily or contractually agree to reduce any portion For purposes of Section 8(c), (i) "Public Market Event" means the completion by the BDC of an initial public offering of its common shares registered under the Securities Act of 1933 and the commencement of trading of such common shares on a national securities exchange; (ii) "Hurdle" means the product of 2% times the quarterly net asset value of the compensation or reimbursement of expenses due BDC attributable to it pursuant to this Agreement and may similarly agree to make payments to limit expenses which are the responsibility its common shares as of the Trust beginning of such quarter (or such measurement period) calculated after giving effect to any distributions in respect of such quarter (or such measurement period) times the number of quarters in the measurement period (which, after the Public Market Event, will be four quarters); (iii) "Cumulative Adjusted Common Distributions" means the excess of the cumulative distributions and amounts distributable out of net income (including realized capital gain in excess of realized capital losses) in respect of the common shares over the net amount of capital depreciation, if any, at the time of determination; (iv) "Measurement Period Adjusted Common Distributions" means the aggregate distributions and amounts distributable out of net income (including realized capital gains in excess of realized capital losses) in respect of the common shares during the four calendar quarters most recently completed prior to or within 15 days after the date of declaration of any distribution under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce Section 8(c), less any future compensation or reimbursement due increases in net capital depreciation attributable to the Advisor hereunder common shares during such four quarter period or to continue future payments. Any plus any decrease in such reduction will be agreed upon prior to accrual of the related expense or fee and will be estimated daily. Any fee withheld shall be voluntarily reduced and any Fund expense paid by the Advisor voluntarily or pursuant to an agreed expense limitation shall be reimbursed by the Fund to the Advisor in the first, second, or third (or any combination thereof) fiscal year next succeeding the fiscal year of the withholding, reduction, or payment net capital depreciation but only to the extent permitted by applicable law if that both (A) such decrease did not exceed the aggregate expenses for net amount of capital depreciation at the next succeeding fiscal yearbeginning of such period and (B) such decrease did not exceed the excess of cumulative realized capital gains over cumulative realized capital losses since commencement of operations; and (v) "Ramp-up Date" means such time that 90% of the assets of the BDC are invested in portfolio companies in accordance with the BDC's investment objective, second fiscal excluding investments in cash, cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or third succeeding fiscal year do not exceed any limitation to less from the date of investment, or the date on which the Advisor has agreedBDC first draws funds under accepted subscriptions for its common shares, whichever is sooner.

Compensation of the Advisor. (a) For the services to be rendered by the Advisor as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Advisor compensation at the rate(s) specified in Schedule A, as may be amended from time to time, attached hereto and made a part of this Agreement. Such compensation shall be paid to the Advisor at the end of each month and calculated by applying a daily rate to the assets of each of the Funds, based on the annual percentage rates as specified in the attached Schedule A. The fee shall be based on the average daily net assets for the month involved. (b) Any advisory fees which may be charged by sub-advisors hired by the Advisor are the sole obligation of the Advisor, and not of the TrustTrust nor any Fund. (c) If this Agreement is terminated prior to the end of any calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, during which the Agreement is in effect, bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination. (d) The Advisor may voluntarily or contractually agree to reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may similarly agree to make payments to limit expenses which are the responsibility of the Trust under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual of the related expense or fee and will be estimated daily. Any fee withheld shall be voluntarily reduced and any Fund expense paid by the Advisor voluntarily or pursuant to an agreed expense limitation shall be reimbursed by the Fund to the Advisor in the first, second, or third (or any combination thereof) fiscal year next succeeding the fiscal year of the withholding, reduction, or payment to the extent permitted by applicable law if the aggregate expenses for the next succeeding fiscal year, second fiscal year or third succeeding fiscal year do not exceed any limitation to which the Advisor has agreed. Such reimbursement may be paid prior to the Fund’s payment of current expenses if so requested by the Advisor even if such payment may require the Advisor to waive or reduce its fees hereunder or to pay current Fund expenses.

Compensation of the Advisor. (a) For The Trust agrees to pay the Advisor and the Advisor agrees to accept as full compensation for all services to be rendered by the Advisor hereunder, an annual management fee, payable monthly and computed on the value of the net assets of the Fund as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Advisor compensation close of business each business day at the rate(s) specified in Schedule A, as may be amended from time to time, attached hereto and made a part annual rate of this Agreement. Such compensation shall be paid to the Advisor at the end 1.00% of each month and calculated by applying a daily rate to the assets of each of the Funds, based on the annual percentage rates as specified in the attached Schedule A. The fee shall be based on the average daily such net assets for the month involvedasset value. (b) Any advisory In the event the expenses of the Fund (including the fees which may be charged of the Advisor and the Manager and amortization of organization expenses but excluding interest, taxes, brokerage commissions, extraordinary expenses and sales charges and any distribution fees) for any fiscal year exceed the limits set by sub-advisors hired applicable regulations of state securities commissions where the Fund is registered or qualified for sale, the Advisor and the Manager will reduce their fees by the amount of such excess. Any such reductions are subject to readjustment during the year and are subject to agreements between the Advisor are and the sole obligation Manager as to the allocation of such reductions between them. The payment of the Advisor, and not of the Trust. (c) If this Agreement is terminated prior to advisory fee at the end of any calendar monthmonth will be reduced or postponed or, the management fee shall if necessary, a refund will be prorated for the portion of any month in which this Agreement is in effect according made to the proportion which the number of calendar days, during which the Agreement is in effect, bears to the number of calendar days in the month, and shall Fund so that at no time will there be payable within 10 days after the date of termination. (d) any accrued but unpaid liability under this expense limitation. The Advisor may voluntarily or contractually agree to reduce any portion of the compensation or reimbursement of expenses due to it pursuant to under this Agreement and agreement, or may similarly agree to make payments to limit the expenses which are the responsibility of the Trust under this AgreementFund. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual of the related expense or fee and will be estimated daily. Any fee withheld shall be voluntarily reduced and any Fund expense paid by from the Advisor voluntarily or pursuant to an agreed expense limitation under this paragraph shall be reimbursed by the Fund to the Advisor in the first, second, first fiscal year or third (or any combination thereof) the second fiscal year next succeeding the fiscal year of the withholding, reduction, or payment withholding to the extent permitted by the applicable state law if the aggregate expenses for the next succeeding fiscal year, second fiscal year or third second succeeding fiscal year do not exceed the applicable state limitation or any more restrictive limitation to which the Advisor has agreed.

Compensation of the Advisor. (a) For the services to be rendered by the Advisor as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Advisor compensation at the rate(s) specified in Schedule A, as may be amended from time to time, attached hereto and made a part of this Agreement. Such compensation shall be paid to the Advisor at the end of each month and calculated by applying a daily rate to the assets of each of the Funds, based on the annual percentage rates as specified in the attached Schedule A. The fee shall be based on the average daily net assets for the month involved. (b) Any advisory fees which may be charged by sub-advisors hired by the Advisor are the sole obligation of the Advisor, and not of the TrustTrust nor any Fund. (c) If this Agreement is terminated prior to the end of any calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, during which the Agreement is in effect, bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination. (d) The Advisor may voluntarily or contractually agree to reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may similarly agree to make payments to limit expenses which are the responsibility of the Trust under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual of the related expense or fee and will be estimated daily. Any fee withheld shall be voluntarily reduced and any Fund expense paid by the Advisor voluntarily or pursuant to an agreed expense limitation shall be reimbursed by the Fund to the Advisor. The Advisor may request reimbursement of previously waived fees and paid expenses from the Fund for three years from the date such fees and expenses were waived or paid, subject to the operating expense limitation agreement, if such reimbursement will not cause the Fund to exceed the lesser of: (1) the expense limitation in place at the first, second, or third (or any combination thereof) fiscal year next succeeding the fiscal year time of the withholding, reduction, waiver and/or expense payment; or payment (2) the expense limitation in place at the time of the recoupment. Such reimbursement may be paid prior to the extent permitted Fund’s payment of current expenses if so requested by applicable law if the aggregate expenses for the next succeeding fiscal year, second fiscal year or third succeeding fiscal year do not exceed any limitation to which the Advisor has agreedeven if such payment may require the Advisor to waive or reduce its fees hereunder or to pay current Fund expenses.

Compensation of the Advisor. (a) For the Investment Advisory Services and the related services to be rendered by the Advisor as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Advisor compensation at the rate(s) rate specified in Schedule A, as may be amended from time to time, the Schedule(s) which are attached hereto and made a part of this Agreement. Such compensation shall be paid to the Advisor at the end of each month month, and calculated by applying a daily rate to the assets of each of the Fundsrate, based on the annual percentage rates as specified in the attached Schedule A. Schedule(s), to the assets of the Fund. The fee shall be based on the average daily net assets of the Fund for the month involved. (b) Any advisory fees which may be charged by sub-advisors hired by the Advisor are the sole obligation of the Advisor, and not of the Trust. (c) If this Agreement is terminated prior to the end of any calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, during which the Agreement is in effect, bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination. (d) . The Advisor voluntarily may voluntarily or contractually agree to reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may similarly agree to make payments to limit the expenses which are the responsibility of the Trust a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual of the related expense or fee and will be estimated daily. Any fee withheld shall be voluntarily reduced and any Fund expense paid by the Advisor voluntarily or pursuant to an agreed expense limitation shall be reimbursed by the appropriate Fund to the Advisor in the first, second, second or third (or any combination thereof) fiscal year next succeeding the fiscal year of the withholding, reduction, or payment to the extent permitted by applicable law if the aggregate expenses for the next succeeding fiscal year, second succeeding fiscal year or third succeeding fiscal year do not exceed any limitation to which the Advisor has agreed. Such reimbursement may be paid prior to a Fund's payment of current expenses if so requested by the Advisor even if such payment may require the Advisor to waive or reduce its fees hereunder to pay current Fund expenses. If at any time this Agreement is terminated, any fees or compensation for services performed shall be pro rated to the effective date of termination, and such pro rated fees or compensation shall be paid to the Advisor promptly upon receipt of an invoice therefor. All rights of compensation under this Agreement for services performed shall survive the termination of this Agreement.

Compensation of the Advisor. (a) For the services to be rendered by the Advisor as provided in Sections 1 and 2 of this Agreementrendered, the Trust Manager shall pay to the Advisor compensation at each quarter an investment advisory fee (the rate(s“Advisor Fee”) specified (which may include the common stock of the Company and the cash/stock ratio of which shall be the same for the Advisor Fee, the Sub-Advisory Fee and the Consultant Fee paid respectively to the Advisor, the Sub-Advisors and the Consultant) computed as set forth in Schedule A, A attached hereto. The transfer by the Manager to the Advisor of any of the Company’s common stock as may be amended from time to time, attached hereto and made a part of this Agreement. Such compensation the Advisor Fee shall be on the same basis as described with respect to the Incentive Fee to be paid to the Advisor Manager pursuant to Section 9(b) of the Management Agreement and shall, at the end of each month and calculated by applying a daily rate all times, be subject to the assets following: (1) the ownership of each such shares by the Advisor does not violate the limit on ownership of the Funds, based on the annual percentage rates as specified Company’s common stock set forth in the attached Schedule A. The fee Company’s Governing Instruments, after giving effect to any waiver from such limit that the Board of Directors may grant to the Advisor in the future, (2) the transfer of such shares by the Manager to the Advisor complies with all applicable restrictions under U.S. federal securities laws and the rules of the NYSE, and (3) the Advisor shall have substantially the same registration rights and obligations with respect to such shares as shall be provided to the Manager pursuant to the agreement referred to in Section 9(b)(i)(3) of the Management Agreement. If the Advisor serves for less than the whole of any period specified, its compensation shall be prorated accordingly based on upon the average daily net assets for number of days in the month involvedperiod that the Advisor actually serves. In the event that the Management Agreement is terminated and the Company is required to pay a Termination Fee pursuant to Section 14(b) or 16(b) of the Management Agreement, the Manager shall pay to the Advisor the termination fee (the “Advisor Termination Fee”) as set forth in Schedule A attached hereto. (b) Any advisory fees which may be charged by subPursuant to the Sub-advisors hired by Advisory Agreements, the Advisor are the sole obligation Manager has agreed, on behalf of the Advisor, and not of to pay the Trust. (c) If this Agreement is terminated prior Sub-Advisors directly, all amounts payable to the end of any calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, during which the Agreement is in effect, bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination. (d) The Advisor may voluntarily or contractually agree to reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may similarly agree to make payments to limit expenses which are the responsibility of the Trust under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual of the related expense or fee and will be estimated daily. Any fee withheld shall be voluntarily reduced and any Fund expense paid Sub-Advisors by the Advisor voluntarily or pursuant to an agreed expense limitation the Sub-Advisory Agreements, including, without limitation, the Sub-Advisory Fee (which may include the common stock of the Company and the cash/stock ratio of which shall be reimbursed the same for the Advisor Fee, the Sub-Advisory Fee and the Consultant Fee paid respectively to the Advisor, the Sub-Advisors and the Consultant), any Sub-Advisor Termination Fee or any reimbursement of eligible expenses to the Sub-Advisors thereunder, until prior written notice is provided to the contrary by the Fund applicable Sub-Advisor. In addition, in the event that a Bankruptcy of the Advisor occurs, to the extent that any compensation or amounts relating to reimbursements of eligible expenses to a Sub-Advisor in that would have been payable by the first, secondAdvisor to such Sub-Advisor remains unpaid, or third (or any combination thereof) fiscal year next succeeding the fiscal year Advisor cannot pay such amounts to such Sub-Advisor as a result of such Bankruptcy, the withholdingManager rather than the Advisor shall, reduction, or payment to the extent permitted by applicable law law, be obligated to make such payments to such Sub-Advisor and such outstanding amounts owing to such Sub-Advisor by the Manager or the Advisor pursuant to the applicable Sub-Advisory Agreement shall be deemed to be satisfied upon such payment by the Manager to such Sub-Advisor. The Advisor agrees to and acknowledges the foregoing and hereby authorizes the Manager to apply and remit the appropriate portion of (i) the Advisor Fee payable to the Advisor and allocable to the Sub-Advisors as the Sub-Advisory Fee to each Sub-Advisor, and (ii) the Advisor Termination Fee payable to the Advisor and allocable to the Sub-Advisors as the Sub-Advisor Termination Fee, if any, to each Sub-Advisor. (c) Pursuant to the aggregate expenses Consulting Agreement, the Manager has agreed on behalf of the Advisor to pay the Consultant directly, all amounts payable to the Consultant by the Advisor pursuant to the Consulting Agreement, including, without limitation, the Consultant Fee (which may include the common stock of the Company and the cash/stock ratio of which shall be the same for the next succeeding fiscal yearAdvisor Fee, second fiscal year the Sub-Advisory Fee and the Consultant Fee paid respectively to the Advisor, the Sub-Advisors and the Consultant), any Consultant Termination Fee or third succeeding fiscal year do not exceed any limitation reimbursement of eligible expenses to which the Consultant thereunder, until prior written notice is provided to the contrary by the Consultant. In addition, in the event that a Bankruptcy of the Advisor has agreedoccurs, to the extent that any compensation or amounts relating to reimbursements of eligible expenses to the Consultant that would have been payable by the Advisor to the Consultant remains unpaid, or the Advisor cannot pay such amounts to the Consultant as a result of such Bankruptcy, the Manager rather than the Advisor shall, to the extent permitted by applicable law, be obligated to make such payments to the Consultant and such outstanding amounts owing to the Consultant by the Manager or the Advisor pursuant to the Consulting Agreement shall be deemed to be satisfied upon such payment by the Manager to the Consultant. The Advisor agrees to and acknowledges the foregoing and hereby authorizes the Manager to apply and remit the appropriate portion of (i) the Advisor Fee payable to the Advisor and allocable to the Consultant as the Consultant Fee to the Consultant, and (ii) the Advisor Termination Fee payable to the Advisor and allocable to the Consultant as the Consultant Termination Fee, if any, to the Consultant. (d) Each party hereto agrees and acknowledges that any of the foregoing amounts or payments made or to be made by the Manager on behalf of the Advisor described in Sections 5(b) and 5(c) shall reduce and be a credit against any corresponding fees or expenses (as the case may be) payable to the Advisor by the Manager hereunder as set forth in Schedule A or otherwise herein.

Compensation of the Advisor. (a) For The Trust agrees to pay the Advisor and the Advisor agrees to accept as full compensation for all services to be rendered by the Advisor hereunder, an annual management fee, payable monthly and computed on the value of the net assets of the Fund as provided in Sections 1 and 2 of this Agreement, the Trust shall pay close of business each business day according to the Advisor compensation at the rate(s) specified in Schedule A, as may be amended from time to time, attached hereto and made a part of this Agreement. Such compensation shall be paid to the Advisor at the end of each month and calculated by applying a daily rate to the assets of each of the Funds, based following schedule: 0.70% on the annual percentage rates as specified in the attached Schedule A. The fee shall be based first $200 million of net assets; 0.60% on the average daily next $300 million of net assets; and 0.50% on net assets for the month involvedexceeding $500 million. (b) Any advisory In the event the expenses of the Fund (including the fees which may be charged of the Advisor and amortization of organization expenses but excluding interest, taxes, brokerage commissions, extraordinary expenses and sales charges and any distribution fees) for any fiscal year exceed the limits set by sub-advisors hired applicable regulations of state securities commissions where the Fund is registered or qualified for sale, the Advisor will reduce its fees by the Advisor amount of such excess. Any such reductions are subject to readjustment during the sole obligation year. The payment of the Advisor, and not of the Trust. (c) If this Agreement is terminated prior to advisory fee at the end of any calendar monthmonth will be reduced or postponed or, the management fee shall if necessary, a refund will be prorated for the portion of any month in which this Agreement is in effect according made to the proportion which the number of calendar days, during which the Agreement is in effect, bears to the number of calendar days in the month, and shall Fund so that at no time will there be payable within 10 days after the date of termination. (d) any accrued but unpaid liability under this expense limitation. The Advisor may voluntarily or contractually agree to reduce any portion of the compensation or reimbursement of expenses due to it pursuant to under this Agreement and agreement, or may similarly agree to make payments to limit the expenses which are the responsibility of the Trust under this AgreementFund. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual of the related expense or fee and will be estimated daily. Any fee withheld shall be voluntarily reduced and any Fund expense paid by from the Advisor voluntarily or pursuant to an agreed expense limitation under this paragraph shall be reimbursed by the Fund to the Advisor in the first, second, or third (or any combination thereof) fiscal year next succeeding the fiscal year of the withholding, reduction, or payment to the extent permitted by the applicable state law if the aggregate expenses for the next succeeding fiscal year, second fiscal year or third succeeding fiscal year do not exceed the applicable state limitation or any more restrictive limitation to which the Advisor has agreed.

Compensation of the Advisor. (a) For the services to be rendered by the Advisor to each Fund as provided in Sections 1 and 2 of this Agreement, the Trust shall cause each Fund to pay to the Advisor compensation at the rate(s) specified in Schedule A, as may be amended from time to time, attached hereto and made a part of this Agreement. Such compensation shall be paid to the Advisor at the end of each month and calculated by applying a daily rate to the assets of each of the Funds, based on the annual percentage rates as specified in the attached Schedule A. The fee shall be based on the average daily net assets for the month involved. (b) Any advisory fees which may be charged by sub-advisors hired by the Advisor are the sole obligation of the Advisor, and not of the Trust. (c) If this Agreement is terminated prior to the end of any calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, during which the Agreement is in effect, bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination. (d) The Advisor may voluntarily or contractually agree to reduce any portion of the compensation or reimbursement of expenses due to it the Advisor pursuant to this Agreement and may similarly agree to make payments to limit expenses which are the responsibility of the Trust under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual of the related expense or fee and will be estimated daily. Any management fee withheld shall be voluntarily or contractually reduced and any Fund expense paid by the Advisor voluntarily or pursuant to an agreed expense limitation shall be reimbursed by the Fund to the Advisor in the first, second, or third (or any combination thereof) fiscal year next succeeding the fiscal year of the withholding, reduction, reduction or payment to the extent permitted by applicable law if the aggregate expenses for the next succeeding fiscal year, second fiscal year or third succeeding fiscal year do not exceed any expense limitation to which the Advisor has agreedhad agreed at the time of the reduction or payment.

Compensation of the Advisor. (a) For the The Advisor, for its services to the BDC, will be entitled to receive a management fee (the "Management Fee") from the BDC. The Management Fee will be calculated at an annual rate of 2.00% of total assets. For services rendered by under this Agreement during the Advisor as provided period commencing from the Closing through and including the first twelve months of operations, the Management Fee will be payable monthly in Sections 1 and 2 arrears based on the asset valuation for the prior month or, prior to the BDC's first valuation, its assets upon the commencement of its business. For services rendered under this Agreement after that time, the Management Fee will be paid quarterly in arrears based on the asset valuation for the prior quarter. (b) For purposes of this Agreement, the Trust net assets of the BDC shall pay be calculated pursuant to the Advisor compensation at the rate(s) specified in Schedule A, as may be amended from time to time, attached hereto and made a part of this Agreement. Such compensation shall be paid to the Advisor at the end of each month and calculated procedures adopted by applying a daily rate to the assets of each resolutions of the Funds, based on the annual percentage rates as specified in the attached Schedule A. The fee shall be based on the average daily net assets for the month involved. (b) Any advisory fees which may be charged by sub-advisors hired by the Advisor are the sole obligation Directors of the Advisor, and not BDC for calculating the value of the TrustBDC's assets or delegating such calculations to third parties. (c) If this Agreement is terminated The Advisor will be entitled to receive a fee (the "Carried Interest") in an amount equal to, (i) commencing on the Ramp-Up Date and prior to the end first day of any the calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, quarter during which the Agreement is in effectPublic Market Event occurs, bears to (A) 50% (payable at the number of calendar days in the monthsame time as, and shall be not in advance of, any distributions in respect of the BDC's common shares) of the amount by which the Cumulative Adjusted Common Distributions exceed the Hurdle until the cumulative payments that have been made in respect of the Carried Interest pursuant to this clause (i) since the Ramp-Up Date equal 20% of the sum of the amount paid pursuant to this clause (i) plus the amount of the Cumulative Adjusted Common Distributions since the Ramp-Up Date, and thereafter (B) an amount (payable at the same time as, and not in advance of, any distributions in respect of the BDC's common shares) such that, after payment thereof, the cumulative payments that have been made in respect of the Carried Interest pursuant to this clause (i) since the Ramp-Up Date equal 20% of the sum of the amount paid pursuant to this clause (i) plus the amount of the Cumulative Adjusted Common Distributions since the Ramp-Up Date and (ii) commencing on and after the first day of the calendar quarter during which the Public Market Event occurs, (A) 50% (payable at the same time as, and not in advance of, any distributions in respect of the BDC's common shares) of the amount by which the cumulative distributions and amounts distributable out of net income (including realized capital gains in excess of realized capital losses) in respect of the BDC's common shares (1) since the Public Market Event or (2) during the four calendar quarters most recently completed prior to or within 10 15 days after the date of terminationdeclaration, whichever is most recent, exceed the Hurdle until the cumulative payments that have been made in respect of the Carried Interest pursuant to this clause (ii) equal 20% of the sum of the amount distributed pursuant to this clause (ii) plus the amount of the Cumulative Adjusted Common Distributions (1) since the Public Market Event or (2) during the four calendar quarters most recently completed prior to or within 15 days after the date of declaration, whichever is most recent, and thereafter (B) an amount (payable at the same time as, and not in advance of, any distributions in respect of the Common Shares) equal to the excess of (1) 20% of the sum of the amount distributed pursuant to this clause (ii) plus the amount of the Measurement Period Adjusted Common Distributions (as defined below) over (2) the portion of the amount in item (1) above previously distributed during such four preceding quarters. (d) The Advisor may voluntarily or contractually agree to reduce any portion For purposes of Section 8(c), (i) "Public Market Event" means the completion by the BDC of an initial public offering of its common shares registered under the Securities Act of 1933 and the commencement of trading of such common shares on a national securities exchange; (ii) "Hurdle" means the product of 2% times the quarterly net asset value of the compensation or reimbursement of expenses due BDC attributable to it pursuant to this Agreement and may similarly agree to make payments to limit expenses which are the responsibility its common shares as of the Trust beginning of such quarter (or such measurement period) calculated after giving effect to any distributions in respect of such quarter (or such measurement period) times the number of quarters in the measurement period (which, after the Public Market Event, will be four quarters); (iii) "Cumulative Adjusted Common Distributions" means the excess of the cumulative distributions and amounts distributable out of net income (including realized capital gain in excess of realized capital losses) in respect of the common shares over the net amount of capital depreciation, if any, at the time of determination; (iv) "Measurement Period Adjusted Common Distributions" means the aggregate distributions and amounts distributable out of net income (including realized capital gains in excess of realized capital losses) in respect of the common shares during the four calendar quarters most recently completed prior to or within 15 days after the date of declaration of any distribution under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce Section 8(c), less any future compensation or reimbursement due increases in net capital depreciation attributable to the Advisor hereunder common shares during such four quarter period or to continue future payments. Any plus any decrease in such reduction will be agreed upon prior to accrual of the related expense or fee and will be estimated daily. Any fee withheld shall be voluntarily reduced and any Fund expense paid by the Advisor voluntarily or pursuant to an agreed expense limitation shall be reimbursed by the Fund to the Advisor in the first, second, or third (or any combination thereof) fiscal year next succeeding the fiscal year of the withholding, reduction, or payment net capital depreciation but only to the extent permitted by applicable law if that both (A) such decrease did not exceed the aggregate expenses for net amount of capital depreciation at the next succeeding fiscal yearbeginning of such period and (B) such decrease did not exceed the excess of cumulative realized capital gains over cumulative realized capital losses since commencement of operations; and (v) "Ramp-up Date" means such time that 90% of the assets of the BDC are invested in portfolio companies in accordance with the BDC's investment objective, second fiscal excluding investments in cash, cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or third succeeding fiscal year do not exceed any limitation to less from the date of investment, or the first anniversary of the date on which the Advisor has agreedBDC first draws funds under accepted subscriptions for its common shares, whichever is sooner.

Compensation of the Advisor. (a) For the services provided and the expenses assumed pursuant to be rendered by the Advisor as provided in Sections 1 and 2 of this Agreement, the Trust Fund shall pay to the Advisor a quarterly Investment Management Fee (the “Investment Management Fee”) equal to 1.25% on an annualized basis of the greater of (i) the Fund’s net asset value or (ii) the Fund’s net asset value less cash and cash equivalents plus the total of all commitments made by the Fund that have not yet been drawn for investment; provided, however, that in no event shall the Investment Management Fee payable by the Fund to the Advisor exceed 1.75% on an annualized basis of the Fund’s net asset value. For purposes of calculating the compensation at for any quarter, managed assets will include the rate(stotal assets of the Fund (including any assets attributable to money borrowed for investment purposes) specified minus the sum of the Fund’s accrued liabilities (other than money borrowed for investment purposes) will be calculated prior to any reduction for any fees and expenses of the Fund for that month, including, without limitation, the compensation payable to the Advisor for that quarter. In the case of a partial quarter, compensation will be based on the number of days during the quarter in Schedule Awhich the Advisor provided services to the Fund. Compensation will be paid to the Advisor before giving effect to any repurchase of interests in the Fund effective as of that date. The Advisor will pay the compensation of any sub-adviser retained pursuant to Section 2 above. The Advisor may, as may be amended in its discretion and from time to time, attached hereto and made a part of this Agreement. Such compensation shall be paid to the Advisor at the end of each month and calculated by applying a daily rate to the assets of each of the Funds, based on the annual percentage rates as specified in the attached Schedule A. The fee shall be based on the average daily net assets for the month involved. (b) Any advisory fees which may be charged by sub-advisors hired by the Advisor are the sole obligation of the Advisor, and not of the Trust. (c) If this Agreement is terminated prior to the end of any calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, during which the Agreement is in effect, bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination. (d) The Advisor may voluntarily or contractually agree to reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may similarly agree to make payments to limit the expenses which that are the responsibility of the Trust Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual All rights of compensation under this Agreement for services performed as of the related expense or fee and will be estimated daily. Any fee withheld termination date shall be voluntarily reduced and any Fund expense paid by survive the Advisor voluntarily or pursuant to an agreed expense limitation shall be reimbursed by the Fund to the Advisor in the first, second, or third (or any combination thereof) fiscal year next succeeding the fiscal year termination of the withholding, reduction, or payment to the extent permitted by applicable law if the aggregate expenses for the next succeeding fiscal year, second fiscal year or third succeeding fiscal year do not exceed any limitation to which the Advisor has agreedthis Agreement.

Compensation of the Advisor. (a) For the services to be rendered by the Advisor to the Trust as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Advisor compensation at the rate(s) rate specified in Schedule A, as may be amended from time to time, attached hereto and made a part of this Agreement. Such compensation shall be paid to the Advisor at the end of each month and calculated by applying a daily rate to the assets of each of the FundsTrust, based on the annual percentage rates rate as specified in the attached Schedule A. The fee shall be based on the average daily net assets for the month involved. (b) Any advisory fees which may be charged by sub-advisors hired by the Advisor are the sole obligation of the Advisor, and not of the Trust. (c) If this Agreement is terminated prior to the end of any calendar month, the management advisory fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, during which the Agreement is in effect, bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination. (d) The Advisor may voluntarily or contractually agree to reduce any portion of the compensation or reimbursement of expenses due to it the Advisor pursuant to this Agreement and may similarly agree to make payments to limit expenses which are the responsibility of the Trust under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual of the related expense or fee and will be estimated daily. Any advisory fee withheld shall be voluntarily or contractually reduced and any Fund Trust expense paid by the Advisor voluntarily or pursuant to an agreed expense limitation shall be reimbursed by the Fund Trust to the Advisor in the firstAdvisor, second, or third (or any combination thereof) fiscal year next succeeding the fiscal year of the withholding, reduction, or payment to the extent permitted by applicable law if law, during the aggregate three years following the time at which the Advisor waived fees or assumed expenses for the next succeeding fiscal year, second fiscal year or third succeeding fiscal year do not exceed any limitation to which the Advisor has agreedTrust under this Agreement.

Compensation of the Advisor. (a) For the services to be rendered by the Advisor as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Advisor compensation at the rate(s) specified in Schedule A, as may be amended from time to time, attached hereto and made a part of this Agreement. Such compensation shall be paid to the Advisor at the end of each month and calculated by applying a daily rate to the assets of each of the Funds, based on the annual percentage rates as specified in the attached Schedule A. The fee shall be based on the average daily net assets for the month involved. (b) Any advisory fees which may be charged by sub-advisors hired by the Advisor are the sole obligation of the Advisor, and not of the TrustTrust nor any Fund. (c) If this Agreement is terminated prior to the end of any calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, during which the Agreement is in effect, bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination. (d) The Advisor may voluntarily or contractually agree to reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may similarly agree to make payments to limit expenses which are the responsibility of the Trust under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual of the related expense or fee and will be estimated daily. Any fee withheld shall be voluntarily reduced and any Fund expense paid by the Advisor voluntarily or pursuant to an agreed expense limitation shall be reimbursed by the Fund to the Advisor in the first, second, or third (or any combination thereof) fiscal year next succeeding the fiscal year of the withholding, reduction, or payment to the extent permitted by applicable law if the aggregate expenses for the next succeeding fiscal year, second fiscal year or third succeeding fiscal year do not exceed any limitation to which the Advisor has agreed. Such reimbursement may be paid prior to the Fund's payment of current expenses if so requested by the Advisor even if such payment may require the Advisor to waive or reduce its fees hereunder or to pay current Fund expenses.

Compensation of the Advisor. (a) For In addition to the costs and expenses of its operations and transactions as described in Section 2 hereof, the Company agrees to pay, and the Advisor agrees to accept, as compensation for the investment advisory and management services to be rendered provided by the Advisor hereunder, a fee consisting of two components: a base management fee (the “Base Management Fee”) and an incentive fee (the “Incentive Fee”), each as provided in Sections 1 and 2 of this Agreement, the Trust hereinafter set forth. The Company shall pay make any payments due hereunder to the Advisor compensation at the rate(s) specified in Schedule A, as may be amended from time to time, attached hereto and made a part of this Agreement. Such compensation shall be paid or to the Advisor at the end of each month and calculated by applying a daily rate to the assets of each of the Funds, based on the annual percentage rates Advisor’s designee as specified in the attached Schedule A. The fee shall be based on the average daily net assets for the month involved. (b) Any advisory fees which may be charged by sub-advisors hired by the Advisor are the sole obligation of the Advisor, and not of the Trust. (c) If this Agreement is terminated prior to the end of any calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, during which the Agreement is in effect, bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination. (d) The Advisor may voluntarily or contractually agree to reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may similarly agree to make payments to limit expenses which are the responsibility of the Trust under this Agreementotherwise direct. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual of the related expense or fee and will be estimated daily. Any fee withheld shall be voluntarily reduced and any Fund expense paid by the Advisor voluntarily or pursuant to an agreed expense limitation shall be reimbursed by the Fund to the Advisor in the first, second, or third (or any combination thereof) fiscal year next succeeding the fiscal year of the withholding, reduction, or payment to To the extent permitted by applicable law if law, the aggregate expenses Advisor may elect, or adopt a deferred compensation plan pursuant to which it may elect to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate equal to 1.25% of the gross assets of the Company, including assets purchased with borrowed funds or other forms of leverage but excluding cash and cash equivalents; provided, however, that the Advisor agrees to waive a portion of the Base Management Fee for the next succeeding fiscal yearWaiver Period (as defined below) such that the Base Management Fee shall be charged at an annual rate of 0.75% of the gross assets of the Company for such period. For services rendered under this Agreement, second fiscal the Base Management Fee shall be payable quarterly in arrears. The Base Management Fee shall be calculated based on the average carrying value of the gross assets of the Company at the end of the two most recently completed calendar quarters. Such amount shall be appropriately adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuances or repurchases by the Company during a calendar quarter. The Base Management Fee for any partial month or quarter (including as a result of the commencement and expiration of the Waiver Period) shall be appropriately pro-rated (based on the number of days actually elapsed at the end of such partial month or quarter relative to the total number of days in such month or quarter). For purposes of this Agreement, cash equivalents shall mean U.S. government securities and commercial paper instruments maturing within one year or third succeeding fiscal year do not exceed any limitation to which of purchase of such instrument by the Advisor has agreedCompany. “Waiver Period” means the period commencing on February 1, 2020 and ending on August 1, 2021.