Common use of Duties and Obligations of the Advisor with Respect to Investment of Assets of the Fund Clause in Contracts

Duties and Obligations of the Advisor with Respect to Investment of Assets of the Fund. (a) Subject to the succeeding provisions of this section and subject to the direction and control of the Board of Trustees of the Trust, the Advisor shall: (i) Decide what securities or other assets shall be purchased or sold by the Trust with respect to the Fund and when; and (ii) Arrange for the purchase and the sale of securities or other assets held in the portfolio of the Fund by placing purchase and sale orders for the Trust with respect to the Fund. (b) Any investment purchases or sales made by the Advisor shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the provisions of the 1940 Act and of any rules or regulations in force thereunder; (2) any other applicable provisions of law; (3) the provisions of the Declaration of Trust and By-Laws of the Trust as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Trust; and (5) the fundamental policies of the Trust relating to the Fund, as reflected in the Trust's Registration Statement under the 1940 Act, or as amended by the shareholders of the Fund. (c) The Advisor shall give the Trust the benefit of its best judgment and effort in rendering services hereunder, but the Advisor shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security whether or not such purchase, sale or retention shall have been based on its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith. Nothing herein contained shall, however, be construed to protect the Advisor against any liability to the Trust or its security holders by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement. (d) Nothing in this Agreement shall prevent the Advisor or any affiliated person (as defined in the 1940 Xxx) xx the Advisor from acting as investment advisor or manager and/or principal underwriter for any other person, firm or corporation and shall not in any way limit or restrict the Advisor or any such affiliated person from buying, selling or trading any securities for its or their own accounts or the accounts of others for whom it or they may be acting, provided, however, that the Advisor expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (e) It is agreed that the Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's Registration Statement under the 1940 Act or the Securities Act of 1933 except for information supplied by the Advisor for inclusion therein. The Trust may indemnify the Advisor to the full extent permitted by the Trust's Declaration of Trust.

Duties and Obligations of the Advisor with Respect to Investment of Assets of the Fund. (a) Subject to the succeeding provisions of this section and subject to the direction and control of the Board of Trustees of the Trust, the Advisor shall: (i) Decide what securities or other assets shall be purchased or sold by the Trust with respect to the Fund and when; and (ii) Arrange for the purchase and the sale of securities or other assets held in the portfolio of the Fund by placing purchase and sale orders for the Trust with respect to the Fund.. 2 (b) Any investment purchases or sales made by the Advisor shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the provisions of the 1940 Act and of any rules or regulations in force thereunder; (2) any other applicable provisions of law; (3) the provisions of the Declaration of Trust and By-Laws of the Trust as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Trust; and (5) the fundamental policies of the Trust relating to the Fund, as reflected in the Trust's Registration Statement under the 1940 Act, or as amended by the shareholders of the Fund. (c) The Advisor shall give the Trust Fund the benefit of its best judgment and effort in rendering services hereunder, but the Advisor shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security whether or not such purchase, sale or retention shall have been based on its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith. Nothing herein contained shall, however, be construed to protect the Advisor against any liability to the Trust Fund or its security holders by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement. (d) Nothing in this Agreement shall prevent the Advisor or any affiliated person (as defined in the 1940 Xxx) xx xf the Advisor from acting as investment advisor or manager and/or principal underwriter for any other person, firm or corporation and shall not in any way limit or restrict the Advisor or any such affiliated person from buying, selling or trading any securities for its or their own accounts or the accounts of others for whom it or they may be acting, provided, however, that the Advisor expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (e) It is agreed that the Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's Registration Statement under the 1940 Act or the Securities Act of 1933 except for information supplied by the Advisor for inclusion therein. The Trust may indemnify the Advisor to the full extent permitted by the Trust's Declaration of Trust.

Duties and Obligations of the Advisor with Respect to Investment of Assets of the Fund. (a) Subject to the succeeding provisions of this section paragraph, including without limitation paragraph (d) of this Section 2, and subject to the direction and control of the Board Fund’s board of Trustees trustees (the “Board”), the Advisor shall act as the investment advisor to the Fund and shall manage the investment and reinvestment of the Trustassets of the Fund. Without limiting the generality of the foregoing, the Advisor shall:, during the term and subject to the provisions of this Agreement, (i) Decide what securities or other assets shall be purchased or sold by determine the Trust with respect to composition of the Fund portfolio of the Fund, the nature and when; andtiming of the changes therein and the manner of implementing such changes; (ii) Arrange identify, evaluate and negotiate the structure of the investments made by the Fund; (iii) execute, close, service and monitor the investments that the Fund makes; (iv) determine the securities and other assets that the Fund will purchase, retain or sell; (v) perform due diligence on prospective portfolio companies; (vi) provide the Fund with such other investment advisory, research and related services as the Fund may, from time to time, reasonably require for the purchase and the sale investment of securities or other assets held in the portfolio of the Fund by placing purchase and sale orders for the Trust with respect its funds, and (vii) subject to the Fund’s policies and procedures, manage the capital structure of the Fund, including, but not limited to, asset and liability management and liquidity maintenance. (b) Any Subject to the supervision of the Board, the Advisor shall have the power and authority on behalf of the Fund to effectuate its investment purchases decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sales made sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing or to refinance existing debt financing, the Advisor shall arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Advisor to make investments on behalf of the Fund through one or more subsidiaries or special purpose vehicles (“SPVs”), the Advisor shall have authority to create or arrange for the creation of such subsidiaries or SPVs and to make such investments through such subsidiaries or SPVs (in accordance with the 1940 Act). Nothing contained herein shall be construed to restrict the Fund’s right to hire its own employees or to contract for administrative services to be performed by third parties, including but not limited to, the calculation of the net asset value of the shares of the Fund (“Shares”). (c) In the performance of its duties under this Agreement, the Advisor shall at all times use all reasonable efforts to conform to, and be act in accordance with, any requirements imposed by: by (1i) the provisions of the 1940 Act Act, and of any rules or regulations in force thereunder, subject to the terms of any exemptive order applicable to the Fund; (2ii) any other applicable provisions provision of law; (3iii) the provisions of the Fund’s Declaration of Trust and By-Laws of the Trust Fund’s Bylaws, as such documents may be amended from time to time; (4iv) the investment objective, policies and restrictions applicable to the Fund as set forth in the reports and/or registration statements or prospectuses (“Prospectus”) that the Fund files with the Securities and Exchange Commission (the “SEC”), as they may be amended from time to time by the Board; and (v) any policies and determinations of the Board of Trustees of the Trust; and (5) the fundamental policies of the Trust relating that are provided in writing to the Fund, as reflected in the Trust's Registration Statement under the 1940 Act, or as amended by the shareholders of the Fund. (c) The Advisor shall give the Trust the benefit of its best judgment and effort in rendering services hereunder, but the Advisor shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security whether or not such purchase, sale or retention shall have been based on its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith. Nothing herein contained shall, however, be construed to protect the Advisor against any liability to the Trust or its security holders by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this AgreementAdvisor. (d) Nothing The Advisor may engage one or more investment advisors (each, a “Sub-Advisor”) that are registered under the Advisers Act to provide the Fund with any of the services required to be performed by the Advisor under this Agreement, all as shall be set forth in this a written contract (each, a “Sub-Advisory Agreement”) to which the Advisor and Sub-Advisor shall be parties. Any such Sub-Advisory Agreement shall prevent be subject to approval by the Advisor or any affiliated person vote of a majority of the members of the Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 XxxAct) xx of the Advisor, any Sub-Advisor, or of the Fund (each, an “Independent Trustee”), cast in person at a meeting called for the purpose of voting on such approval and, to the extent required by the 1940 Act, by the vote of a majority of the outstanding voting securities of the Fund and otherwise consistent with the terms of the 1940 Act. The Advisor from acting as investment advisor or manager and/or principal underwriter and not the Fund shall be responsible for any other person, firm or corporation and shall not in compensation payable to any way limit or restrict the Advisor or any such affiliated person from buying, selling or trading any securities for its or their own accounts or the accounts of others for whom it or they may be acting, Sub-Advisor; provided, however, that the Advisor expressly represents that it will undertake no activities which, in its judgment, will adversely affect shall have the performance of its obligations right to direct the Fund to pay directly to any Sub-Advisor the amounts due and payable to such Sub-Advisor from the fees and expenses payable to the Trust Advisor under this Agreement. (e) It is agreed that the The Advisor shall have no responsibility or liability for maintain all books and records with respect to the accuracy or completeness Fund’s securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of the Trust's Registration Statement Rule 31a-1 under the 1940 Act (other than those records being maintained by the administrator to the Fund (the “Administrator”) under the administration agreement to be entered into by and between the Fund and the Administrator concurrent herewith (the “Administration Agreement”)), or by the Fund’s custodian or transfer agent and preserve such records for the periods prescribed therefor by Rule 31a-2 under the 1940 Act. The Advisor shall have the right to retain copies, or originals of such records to the extent required by applicable law, subject to observance of its confidentiality obligations under this Agreement. (f) The Advisor shall have discretionary authority to exercise voting rights with respect to the investments that it manages (the “Advisor Assets”). The Advisor, including without limitation its designee, shall have the power to vote, either in person or by proxy, all securities and other investments in which the Advisor Assets may be invested from time to time, and shall not be required to seek, or take instructions from, the Fund or take any action with respect thereto. Such authorization shall include the ability to exercise authority with regard to corporate actions affecting investments in the Advisor Assets. The Advisor shall establish and maintain a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Advisor shall provide the Fund, or its designee, a copy of such procedure and establish a process for the timely distribution of the Advisor’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by the SEC filings under the 1940 Act, the Securities Act of 1933 except for information supplied 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. (g) The Advisor is hereby authorized, on behalf of the Fund and at the direction of the Board pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, the Fund’s investments and other property and funds held or owned by the Advisor for inclusion therein. The Trust may indemnify the Advisor Fund, including voting and providing consents and waivers with respect to the full extent permitted by Fund’s investments and exercising and enforcing rights with respect to any claims relating to the Trust's Declaration of TrustFund’s investments and other property and funds, including with respect to litigation, bankruptcy or other reorganization. (h) The Advisor will provide to the Board such periodic and special reports as it may reasonably request.

Duties and Obligations of the Advisor with Respect to Investment of Assets of the Fund. (a) Subject to the succeeding provisions of this section and subject to the direction and control of the Board of Trustees of the Trust, the Advisor shall: (i) Decide what securities or other assets shall be purchased or sold by the Trust with respect to the Fund and when; and (ii) Arrange for the purchase and the sale of securities or other assets held in the portfolio of the Fund by placing purchase and sale orders for the Trust with respect to the Fund. (b) Any investment purchases or sales made by the Advisor shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the provisions of the 1940 Act and of any rules or regulations in force thereunder; (2) any other applicable provisions of law; (3) the provisions of the Agreement and Declaration of Trust and By-Laws of the Trust as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Trust; and (5) the fundamental policies of the Trust relating to the Fund, as reflected in the Trust's Registration Statement under the 1940 Act, or as amended by the shareholders of the Fund. (c) The Advisor shall give the Trust the benefit of its best judgment and effort in rendering services hereunder, but the Advisor shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security whether or not such purchase, sale or retention shall have been based on its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith. Nothing herein contained shall, however, be construed to protect the Advisor against any liability to the Trust or its security holders by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement. (d) Nothing in this Agreement shall prevent the Advisor or any affiliated person (as defined in the 1940 XxxAct) xx of the Advisor from acting as investment advisor investxxxx xxxisor or manager and/or principal underwriter for any other person, firm or corporation and shall not in any way limit or restrict the Advisor or any such affiliated person from buying, selling or trading any securities for its or their own accounts or the accounts of others for whom it or they may be acting, provided, however, that the Advisor expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (e) It is agreed that the Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's Registration Statement under the 1940 Act or the Securities Act of 1933 except for information supplied by the Advisor for inclusion therein. The Trust may indemnify the Advisor to the full extent permitted by the Trust's Agreement and Declaration of Trust.

Duties and Obligations of the Advisor with Respect to Investment of Assets of the Fund. (a) Subject to the succeeding provisions of this section paragraph and subject to the direction and control of the Fund’s board of trustees (the “Board of Trustees Trustees”), the Advisor shall act as the investment advisor to the Fund and to manage the investment and reinvestment of the Trustassets of the Fund. Without limiting the generality of the foregoing, the Advisor shall: , during the term and subject to the provisions of this Agreement, (i) Decide what securities or other assets shall be purchased or sold by determine the Trust with respect to the Fund and when; and (ii) Arrange for the purchase and the sale composition of securities or other assets held in the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Fund; (iii) execute, close, service and monitor the investments that the Fund by placing purchase makes; (iv) determine the securities and sale orders other assets that the Fund will purchase, retain or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Fund with such other investment advisory, research and related services as the Fund may, from time to time, reasonably require for the Trust with respect investment of its funds. Nothing contained herein shall be construed to restrict the Fund’s right to hire its own employees or to contract for administrative services to be performed by third parties, including but not limited to, the calculation of the net asset value of the Fund’s shares. (b) Any investment purchases or sales made by In the performance of its duties under this Agreement, the Advisor shall at all times use all reasonable efforts to conform to, and be act in accordance with, any requirements imposed by: by (1i) the provisions of the 1940 Act Act, and of any rules or regulations in force thereunder, subject to the terms of any exemptive order applicable to the Fund; (2ii) any other applicable provisions provision of law; (3iii) the provisions of the Declaration Articles of Trust Amendment and By-Laws Restatement and the Bylaws of the Trust Fund, as such documents are amended from time to time; (4iv) the investment objectives, policies and restrictions applicable to the Fund as set forth in the Fund’s Registration Statement on Form 10 or Form N-2 filed with the U.S. Securities and Exchange Commission (the “SEC”), as supplemented, amended or superseded from time to time, including in the periodic reports filed by the Fund under the Securities Exchange Act of 1934, as amended (together with the rules promulgated thereunder; and (v) any policies and determinations of the Board of Trustees of the Trust; Fund and (5) the fundamental policies of the Trust relating provided in writing to the Fund, as reflected in the Trust's Registration Statement under the 1940 Act, or as amended by the shareholders of the FundAdvisor. (c) The Advisor will seek to provide qualified personnel to fulfill its duties hereunder and, except as set forth in the following sentence, will bear all costs and expenses incurred in connection with its investment advisory duties hereunder. The Fund shall reimburse the Advisor for all direct and indirect costs and expenses incurred by the Advisor for office space rental, office equipment, utilities and other non-compensation related overhead allocable to performance of investment advisory services hereunder by the Advisor, including the costs and expenses of due diligence of potential investments, monitoring performance of the Fund’s investments, serving as trustees and officers of portfolio companies, providing managerial assistance to portfolio companies, enforcing the Fund’s rights in respect of its investments and disposing of investments. All allocations made pursuant to this paragraph (c) shall be made pursuant to allocation guidelines approved from time to time by the Board of Trustees. The Fund shall also be responsible for the payment of all the Fund’s other expenses, including payment of the fees payable to the Advisor under Section 6 hereof; organizational and offering expenses; expenses incurred in valuing the Fund’s assets and computing its net asset value per share (including the cost and expenses of any independent valuation firm); expenses incurred by the Fund’s administrator or payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Fund and in monitoring the Fund’s investments and performing due diligence on the Fund’s prospective portfolio companies or otherwise related to, or associated with, evaluating and making investments; interest payable on debt, if any, incurred to finance the Fund’s investments and other fees and expenses related to the Company’s borrowings; expenses related to unsuccessful portfolio acquisition efforts; offerings of the Fund’s common stock and other securities (including underwriting, placement agent and similar fees and commissions); investment advisory and management fees payable under this Agreement; administration fees; transfer agent and custody fees and expenses; federal and state registration fees; all costs of registration and listing the Fund’s shares on any securities exchange; federal, state and local taxes; independent trustees’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC or other regulators; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the costs associated with individual or group stockholders; the Fund’s allocable portion of the fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, third party investor hosting and similar platforms and service providers, and outside legal costs; and all other non-investment advisory expenses incurred by the Fund, the Advisor or its affiliates in connection with the administering the Fund’s business. (d) The Advisor shall give the Trust Fund the benefit of its best professional judgment and effort in rendering services hereunder, but neither the Advisor nor any of its officers, directors, trustees, employees, agents or controlling persons shall not be liable for any act or omission or for any loss sustained by reason of the purchaseFund in connection with the matters to which this Agreement relates, sale or retention of any security whether or provided, that the foregoing exculpation shall not such purchase, sale or retention shall have been based on its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith. Nothing herein contained shall, however, be construed apply to protect the Advisor against any liability to the Trust or its security holders by reason of a loss resulting from willful misfeasance, bad faith, faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement. (d) Nothing in this Agreement shall prevent the Advisor or any affiliated person (as defined in the 1940 Xxx) xx the Advisor from acting as investment advisor or manager and/or principal underwriter for any other person, firm or corporation and shall not in any way limit or restrict the Advisor or any such affiliated person from buying, selling or trading any securities for its or their own accounts or the accounts of others for whom it or they may be acting, provided; provided further, however, that the Advisor expressly represents that it will undertake no activities which, in its judgment, will adversely affect foregoing shall not constitute a waiver of any rights which the performance of its obligations to the Trust Fund may have which may not be waived under this Agreementapplicable law. (e) It is agreed The Advisor will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Advisor will attempt to obtain the best price and the most favorable execution of its orders. In placing orders, the Advisor will consider the experience and skill of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency. Consistent with this obligation, the Advisor may select brokers on the basis of the research, statistical and pricing services they provide to the Fund and other clients of the Advisor. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Advisor hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Advisor shall have no responsibility or liability for the accuracy or completeness determines in good faith that such commission is reasonable in terms either of the Trust's Registration Statement under the 1940 Act transaction or the Securities Act overall responsibility of 1933 except for information supplied by the Advisor for inclusion therein. The Trust may indemnify the Advisor to the full extent permitted Fund and its other clients and that the total commissions paid by the Trust's Declaration Fund will be reasonable in relation to the benefits to the Fund over the long term, subject to review by the Board of TrustTrustees of the Fund from time to time with respect to the extent and continuation of such practice to determine whether the Fund benefits, directly or indirectly, from such practice.

Duties and Obligations of the Advisor with Respect to Investment of Assets of the Fund. (a) Subject to the succeeding provisions of this section and subject to the direction and control of the Board of Trustees of the Trust, the Advisor shall: (i) Decide what securities or other assets shall be purchased or sold by the Trust with respect to the Fund and when; and (ii) Arrange for the purchase and the sale of securities or other assets held in the portfolio of the Fund by placing purchase and sale orders for the Trust with respect to the Fund. (b) Any investment purchases or sales made by the Advisor shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the provisions of the 1940 Act and of any rules or regulations in force thereunder; (2) any other applicable provisions of law; (3) the provisions of the Agreement and Declaration of Trust and By-Laws of the Trust as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Trust; and (5) the fundamental policies of the Trust relating to the Fund, as reflected in the Trust's Registration Statement under the 1940 Act, or as amended by the shareholders of the Fund. (c) The Advisor shall give the Trust Fund the benefit of its best judgment and effort in rendering services hereunder, but the Advisor shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security whether or not such purchase, sale or retention shall have been based on its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith. Nothing herein contained shall, however, be construed to protect the Advisor against any liability to the Trust Fund or its security holders by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement. (d) Nothing in this Agreement shall prevent the Advisor or any affiliated person (as defined in the 1940 XxxAct) xx of the Advisor from acting as investment advisor investmexx xxxxxor or manager and/or principal underwriter for any other person, firm or corporation and shall not in any way limit or restrict the Advisor or any such affiliated person from buying, selling or trading any securities for its or their own accounts or the accounts of others for whom it or they may be acting, provided, however, that the Advisor expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (e) It is agreed that the Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's Registration Statement under the 1940 Act or the Securities Act of 1933 except for information supplied by the Advisor for inclusion therein. The Trust may indemnify the Advisor to the full extent permitted by the Trust's Agreement and Declaration of Trust.

Duties and Obligations of the Advisor with Respect to Investment of Assets of the Fund. (a) Subject to the succeeding provisions of this section and subject to the direction and control of the Board of Trustees of the Trust, the Advisor shall: (i) Decide what securities or other assets shall be purchased or sold by the Trust with respect to the Fund and when; and (ii) Arrange for the purchase and the sale of securities or other assets held in the portfolio of the Fund by placing purchase and sale orders for the Trust with respect to the Fund.. 2 (b) Any investment purchases or sales made by the Advisor shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the provisions of the 1940 Act and of any rules or regulations in force thereunder; (2) any other applicable provisions of law; (3) the provisions of the Declaration of Trust and By-Laws of the Trust as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Trust; and (5) the fundamental policies of the Trust relating to the Fund, as reflected in the Trust's Registration Statement under the 1940 Act, or as amended by the shareholders of the Fund. (c) The Advisor shall give the Trust the benefit of its best judgment and effort in rendering services hereunder, but the Advisor shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security whether or not such purchase, sale or retention shall have been based on its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith. Nothing herein contained shall, however, be construed to protect the Advisor against any liability to the Trust or its security holders by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement. (d) Nothing in this Agreement shall prevent the Advisor or any affiliated person (as defined in the 1940 Xxx) xx the Advisor from acting as investment advisor or manager and/or principal underwriter for any other person, firm or corporation and shall not in any way limit or restrict the Advisor or any such affiliated person from buying, selling or trading any securities for its or their own accounts or the accounts of others for whom it or they may be acting, provided, however, that the Advisor expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (e) It is agreed that the Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's Registration Statement under the 1940 Act or the Securities Act of 1933 except for information supplied by the Advisor for inclusion therein. The Trust may indemnify the Advisor to the full extent permitted by the Trust's Declaration of Trust.

Duties and Obligations of the Advisor with Respect to Investment of Assets of the Fund. (a) Subject to the succeeding provisions of this section and subject to the direction and control of the Board of Trustees of the Trust, the Advisor shall: (i) Decide what securities or other assets shall be purchased or sold by the Trust with respect to the Fund and when; and (ii) Arrange for the purchase and the sale of securities or other assets held in the portfolio of the Fund by placing purchase and sale orders for the Trust with respect to the Fund. (b) Any investment purchases or sales made by the Advisor shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the provisions of the 1940 Act and of any rules or regulations in force thereunder; (2) any other applicable provisions of law; (3) the provisions of the Agreement and Declaration of Trust and By-Laws of the Trust as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Trust; and (5) the fundamental policies of the Trust relating to the Fund, as reflected in the Trust's Registration Statement under the 1940 Act, or as amended by the shareholders of the Fund. (c) The Advisor shall give the Trust Fund the benefit of its best judgment and effort in rendering services hereunder, but the Advisor shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security whether or not such purchase, sale or retention shall have been based on its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith. Nothing herein contained shall, however, be construed to protect the Advisor against any liability to the Trust Fund or its security holders by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement. (d) Nothing in this Agreement shall prevent the Advisor or any affiliated person (as defined in the 1940 XxxAct) xx of the Advisor from acting as investment advisor investxxxx xxxisor or manager and/or principal underwriter for any other person, firm or corporation and shall not in any way limit or restrict the Advisor or any such affiliated person from buying, selling or trading any securities for its or their own accounts or the accounts of others for whom it or they may be acting, provided, however, that the Advisor expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (e) It is agreed that the Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's Registration Statement under the 1940 Act or the Securities Act of 1933 except for information supplied by the Advisor for inclusion therein. The Trust may indemnify the Advisor to the full extent permitted by the Trust's Agreement and Declaration of Trust.

Duties and Obligations of the Advisor with Respect to Investment of Assets of the Fund. (a) Subject to the succeeding provisions of this section and subject to the direction and control of the Board of Trustees of the Trust, the Advisor shall: (i) Decide what securities or other assets shall be purchased or sold by the Trust with respect to the Fund and when; and (ii) Arrange for the purchase and the sale of securities or other assets held in the portfolio of the Fund by placing purchase and sale orders for the Trust with respect to the Fund. (b) Any investment purchases or sales made by the Advisor shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the provisions of the 1940 Act and of any rules or regulations in force thereunder; (2) any other applicable provisions of law; (3) the provisions of the Agreement and Declaration of Trust and By-Laws of the Trust as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Trust; and (5) the fundamental policies of the Trust relating to the Fund, as reflected in the Trust's Registration Statement under the 1940 Act, or as amended by the shareholders of the Fund. (c) The Advisor shall give the Trust Fund the benefit of its best judgment and effort in rendering services hereunder, but the Advisor shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security whether or not such purchase, sale or retention shall have been based on its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith. Nothing herein contained shall, however, be construed to protect the Advisor against any liability to the Trust Fund or its security holders by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement. (d) Nothing in this Agreement shall prevent the Advisor or any affiliated person (as defined in the 1940 0000 Xxx) xx of the Advisor from acting as investment advisor or manager and/or principal underwriter for any other person, firm or corporation and shall not in any way limit or restrict the Advisor or any such affiliated person from buying, selling or trading any securities for its or their own accounts or the accounts of others for whom it or they may be acting, provided, however, that the Advisor expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (e) It is agreed that the Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's Registration Statement under the 1940 Act or the Securities Act of 1933 except for information supplied by the Advisor for inclusion therein. The Trust may indemnify the Advisor to the full extent permitted by the Trust's Agreement and Declaration of Trust.

Duties and Obligations of the Advisor with Respect to Investment of Assets of the Fund. (a) Subject to the succeeding provisions of this section and subject to the direction and control of the Fund’s Board of Trustees of (the Trust“Board”), the Advisor shall: shall (i) Decide what act as investment advisor for and supervise and manage the investment and reinvestment of the Fund’s assets and, in connection therewith, have complete discretion in purchasing and selling securities or and other assets for the Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Fund; (ii) supervise the investment program of the Fund and the composition of its investment portfolio; (iii) arrange, subject to the provisions of paragraph 3 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Fund; (iv) keep the Board fully informed with regard to the Fund’s investment performance and investment mandate compliance; and (v) furnish the Board with such other documents and information as the Board may from time to time reasonably request. (b) In performing its duties under this Section 2 with respect to the Fund, the Advisor may choose to delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisors. If the Advisor chooses to do so, such delegation may include but is not limited to delegating the voting of proxies relating to the Fund’s portfolio securities in accordance with the proxy voting policies and procedures of such investment sub-advisor; provided, however, that any such delegation shall be purchased or sold pursuant to an agreement with terms agreed upon by the Trust Fund and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Advisor from its duties and obligations of management and supervision of the management of the Fund’s assets pursuant to this Agreement and to applicable law. If the Advisor delegates any of its duties and obligations under this Agreement with respect to the Fund to one or more investment sub-advisors, then subject to the requirements of the 1940 Act the Advisor shall have (i) overall supervisory responsibility for the general management and wheninvestment of the Fund’s assets; and (ii) Arrange full discretion to select new or additional investment sub-advisors for the purchase Fund; (iii) full discretion to enter into and the sale of securities or other assets held in the portfolio of the Fund by placing purchase materially modify existing sub-advisory agreements with investment sub-advisors; (iv) full discretion to terminate and sale orders for the Trust replace any investment sub-advisor; and (v) full investment discretion to make all determinations with respect to the investment of the Fund. (b) Any ’s assets not then managed by an investment purchases or sales made by sub-advisor. In connection with the Advisor’s responsibilities with respect to any sub-adviser to the Fund, the Advisor shall at all times conform to, (x) assess the Fund’s investment focus and be in accordance with, any requirements imposed by: (1) investment strategy for the provisions sub-advised portfolio of the 1940 Act and of any rules or regulations in force thereunderFund; (2y) any other applicable provisions perform diligence on and monitor the investment performance and adherence to compliance procedures of laweach investment sub-advisor providing services to the Fund; and (3z) seek to implement decisions with respect to the provisions allocation and reallocation of the Declaration of Trust and ByFund’s assets among one or more current or additional investment sub-Laws of the Trust as amended advisors from time to time; (4) any , as the Advisor deems appropriate, to enable the Fund to achieve its investment goals. In addition, the Advisor shall monitor compliance by each investment sub-advisor of the Fund with the investment objectives, policies and determinations restrictions of the Fund, and review and periodically report to the Board of Trustees of the Trust; and (5) the fundamental policies of the Trust relating to the Fund, as reflected in the Trust's Registration Statement under the 1940 Act, or as amended by the shareholders of the Fund. (c) The Advisor shall give the Trust the benefit of its best judgment and effort in rendering services hereunder, but the Advisor shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security whether or not such purchase, sale or retention shall have been based Fund on its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith. Nothing herein contained shall, however, be construed to protect the Advisor against any liability to the Trust or its security holders by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreementeach investment sub-advisor. (d) Nothing in this Agreement shall prevent the Advisor or any affiliated person (as defined in the 1940 Xxx) xx the Advisor from acting as investment advisor or manager and/or principal underwriter for any other person, firm or corporation and shall not in any way limit or restrict the Advisor or any such affiliated person from buying, selling or trading any securities for its or their own accounts or the accounts of others for whom it or they may be acting, provided, however, that the Advisor expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (e) It is agreed that the Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's Registration Statement under the 1940 Act or the Securities Act of 1933 except for information supplied by the Advisor for inclusion therein. The Trust may indemnify the Advisor to the full extent permitted by the Trust's Declaration of Trust.