Common use of Duties of the Adviser Clause in Contracts

Duties of the Adviser. (a) The Corporation hereby retains the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Corporation’s board of directors (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current investment objective, policies and restrictions that are set forth in the Corporation’s registration statement on Form 10, as amended from time to time (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) with such other investment advisory, research, and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation Company hereby retains the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board Board of directors Trustees of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 10, as amended from time to time (the “Registration Statement”), filed filings made with the U.S. Securities and Exchange Commission (the “SEC”)) under the Securities Exchange Act of 1934, and, to as amended (the extent subsequent to “Exchange Act”) and the effective date of the Registration Statement, any periodic report filed with the SECInvestment Company Act, and in accordance with the investment objective, policies and restrictions set forth in Company’s reports to its shareholders (as the Corporation’s private placement memorandum, as same shall be amended from time to time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later); (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations, and the Company’s declaration of trust and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Corporation’s articles of amendment Investment Company Act and restatement (the “Charter”) applicable rules and amended and restated bylaws (the “Bylaws”), each as amended from time to timeregulations thereunder. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing due diligence on prospective portfolio companies)iii) monitor the Company’s investments; (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation Company will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriatesell; (v) perform due diligence on prospective portfolio companies; (vi) exercise voting rights in respect assist the Board with its valuation of portfolio securities and other investments for the CorporationCompany’s assets, including, if so designated by the Board, performing fair value determinations of the Company’s assets as the Board’s valuation designee; and (vii) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time and (viii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire incur debt financing, the Adviser shall will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement retention as investment adviser and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The AdviserThis Agreement is intended to create, subject to the prior approval of the Board andand creates, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe contractual relationship for services to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid rendered by the Adviser acting in the ordinary course of its business and that is not intended to create, and does not create, a partnership, joint venture or any like relationship among the Adviser shall be as fully responsible to the Corporation for the acts and omissions of parties hereto (or any Sub-Adviser as it is for its own acts and omissionsother parties). Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (ed) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, Investment Company Act and the rules and regulations promulgated thereunder, thereunder with respect to the CorporationCompany’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall will surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Adviser may retain a copy of such records. (e) Subject to the prior approval by the Board and the shareholders of the Company to the extent required under the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub- advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.

Duties of the Adviser. (a) The Corporation hereby retains employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Corporation’s board of directors of the Corporation (the “BoardBoard of Directors”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the Corporation’s private placement memorandum, registration statement on Form 10, as amended from time to time (or other filing submitted or filed by the “Registration Statement”), filed Corporation with the Securities and Exchange Commission (Commission, in each case as the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as same may be amended from time to time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Investment Company Act, the Investment Advisers Act and all other applicable federal and state laws, rules and regulations; law and (iii) in accordance with the Corporation’s articles of amendment charter and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timebylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iviii) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (viv) determine the securities and other assets that the Corporation will originate, purchase, retain, retain or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporationsell; and (viiv) provide the Corporation (and its subsidiaries) with such other investment advisory, research, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCorporation. In the event that the Corporation Corporation, consistent with its investment objective and policies, determines to acquire debt financing or to refinance existing debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the BoardBoard of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) The Adviser, subject Subject to the prior approval requirements of the Board andInvestment Company Act, the Adviser is hereby authorized, but not required, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Corporation, howeversubject in all cases to the oversight of the Adviser and the Corporation. The Adviser, that and not the Corporation, shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act, the Investment Advisers Act and other applicable federal and state law. (d) The Adviser shall for For all purposes herein provided provided, the Adviser shall be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve preserve, in the manner and for the period required by that would be applicable to investment companies registered under the 1940 Act Investment Company Act, any books and records relevant to the provision of its investment advisory services to the Corporation and Corporation, shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board of Directors such periodic and special reports as the Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) a. The Corporation Trust Parties hereby retains employ the Adviser to act as the investment adviser to the Corporation Trust Parties and to manage the investment and reinvestment of the assets of the CorporationTrust Parties, subject to the supervision of the Corporation’s board Board of directors Trustees of the Trust (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with then-current the investment objective, policies and restrictions that are set forth in the Corporation’s registration statement on Form 10, Trust Parties’ private placement memoranda (as amended from time to time (time, the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “MemorandumPPM”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (iiy) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; , and (iii) in accordance with the CorporationTrust’s articles Declaration of amendment and restatement Trust as may be amended from time to time (the “CharterDeclaration of Trust”) and amended and restated bylaws (by-laws as the “Bylaws”), each as same shall be amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) formulate and implement the Corporation’s investment program; (ii) determine the composition and allocation of the portfolio of the CorporationTrust Parties, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Trust Parties; (iviii) execute, close, service and monitor the Corporationeach Trust Party’s investments, including the exercise of any rights in its capacity as a lender; (viv) determine the securities real estate, securities, loans and other assets that the Corporation Trust Parties will originate, purchase, retain, or sell sell; (v) engaging and dispose of such securities supervising, on the Trust Parties’ behalf, agents and other assets, as appropriateservice providers to assist in making and managing the Trust Parties’ investments; (vi) exercise voting rights determining valuations of real estate and real estate-related assets held by the Trust Parties; (vii) perform due diligence on prospective portfolio investments; (viii) recommend the appropriate level of leverage and debt financing; (ix) manage the program whereby beneficial interests in respect of portfolio securities and other investments for the CorporationDelaware statutory trusts are sold to third-party investors; and (viix) provide the Corporation (and its subsidiaries) Trust Parties with such other investment advisory, research, and related services as the Corporation Trust Parties may, from time to time, reasonably require for the investment of its their funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Trust Parties to effectuate its investment decisions for the CorporationTrust Parties, including the execution and delivery of all documents relating to the Corporationeach Trust Party’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the BoardTrust Parties. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation a Trust Party through a subsidiary of the Corporation one or a more special purpose vehiclevehicles, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle vehicles and to make such investments through such special purpose vehicle (in accordance with the 1940 Act)vehicles. (b) b. The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) c. The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Trust Parties in any way or otherwise be deemed an agent of the CorporationTrust Parties. (e) The d. Subject to review by, and the overall control of, the Board, the Adviser shall keep and preserve for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, Trust Parties with respect to the Corporationeach Trust Party’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably requestrequest or as may be required under applicable federal and state law, and shall make such records available for inspection by the Board and its authorized agents, at any time and from time to time during normal business hours. The Adviser agrees that all records that it maintains for the Corporation a Trust Party are the property of the Corporation Trust Party and shall will surrender promptly to the Corporation Trust Party any such records upon the CorporationTrust Party’s requestrequest and termination of this Agreement pursuant to Section 11, provided that the Adviser may retain a copy of such records. e. The Adviser shall be primarily responsible for the execution of any transactions in real estate, securities or loans in a Trust Party’s portfolio and the Trust Party’s allocation of brokerage commissions and other transaction costs. f. The Adviser has a fiduciary responsibility and duty to each Trust Party and the Trust Party’s shareholders for the safekeeping and use of all the funds and assets of the Trust Party, whether or not in the Adviser’s immediate possession or control. The Adviser shall not employ, or permit another to employ, such funds or assets except for the exclusive benefit of each Trust Party. The Adviser shall not, by entry into an agreement with any shareholder of a Trust Party or otherwise, contract away the fiduciary obligation owed to each Trust Party and the Trust Party’s shareholders under common law.

Duties of the Adviser. (a) The Corporation hereby retains Manager and the Company appoint the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of such portion, if any, of the Company’s assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Company, to determine in the Adviser’s discretion the assets to be acquired or disposed of for a Company portfolio and to coordinate with other Company service providers as necessary to effectuate acquisitions and dispositions of such investments upon reasonable prior written notice to the Adviser, to provide the Manager and the Company with records concerning the Adviser’s activities which the Company is required to maintain, and to render regular reports to the Manager and to the Company’s officers and Company Board concerning the Adviser’s discharge of the Corporationforegoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, as amended, the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the rules thereunder, (2) subject to the supervision Manager’s oversight and the control of the Corporation’s board of directors officers and Company Board and in compliance with such policies as the Company Board may from time to time establish, (3) in compliance with the “Board”)objectives, policies, and limitations for the period and upon the terms herein set forth, (i) in accordance with then-current investment objective, policies and restrictions that are Company set forth in the CorporationTrust’s current registration statement on Form 10, as amended from time to time (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SECapplicable laws and regulations, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii4) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) compliance with such other investment advisory, research, and related services as the Corporation may, guidelines or restrictions established from time to time, reasonably require for time by the investment of its funds. Subject Manager or the Company and agreed to the supervision of the Board, by the Adviser which shall have be communicated in writing by the power and authority on behalf of the Corporation Manager to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeAdviser in advance. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) The Adviser hereby accepts such engagement appointment and agrees during the term hereof to render the services described for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (c) The . With respect to any of the Company assets allocated for management by the Adviser, subject the Manager will make the investment decisions with respect to any residual cash in the Company. The Manager agrees to provide this service. The Adviser has categorized the Company as a professional client (as defined in the rules, guidance, principles and codes comprised in the Handbook of Rules and Guidance issued by the FCA (the “FCA Rules”)) and the Adviser will provide its services hereunder on that basis. The Company has the right to request that the Adviser categorize it as a retail client (as defined in the FCA Rules) either generally or in specific circumstances. However, it is the Adviser’s policy not to agree to such requests from its clients. The Manager will instruct the Company’s custodian(s) to hold and/or transfer the Company’s assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Company and its custodian(s) as notified to the prior approval Adviser, but generally refers to a writing by the representatives of the Adviser who have been authorized by the Company Board and, to the extent required, the Members, may from time to time to provide instructions to the Company’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon in writing by the Adviser and the Company’s custodian.) The Adviser is authorized on behalf of the Company, and consistent with the investment discretion delegated to the Adviser herein, to: (i) negotiate the terms of any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Company. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. The Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Company, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. The Manager (i) understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into one such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or more sub-advisory agreements with other the Company’s investment advisers guidelines; and (each a “Sub-Adviser”ii) as acknowledge the Adviser may believe to be particularly fitted to assist it in the performance receipt of this Agreement; brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that (a) the Adviser shall be as fully responsible for ensuring that any such representations are consistent with the Company’s investment policies and other governing documents with respect to the Corporation for investment policies and governing documents applicable to the acts and omissions investments managed by the Adviser; (b) with the reasonable assistance of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Manager, the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by the Company under such documentation; and (c) the Adviser shall promptly notify the Manager of any event of default, potential event of default that in accordance with the requirements Adviser’s sole discretion is likely to occur or termination event affecting a the Company under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for property delivered for the Company, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Company ; (iii) deposit margin or collateral which shall include the transfer of money or other property to the extent necessary to meet the obligations of the 1940 Act Company with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Company by its custodian subject to control agreement, acceptable in form and other applicable federal substance to the Manager, pursuant to which such custodian agrees and state law. (d) accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Company to deliver property or pay cash to the Adviser. The Adviser will not be responsible for all purposes herein provided be deemed to be an independent contractor and, the cost of brokerage commissions or any other Trust expenses except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation specified in any way or otherwise be deemed an agent of the Corporation. (e) this Agreement. The Adviser shall keep and preserve for the period required by the 1940 Act not delegate any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Actrights, and the rules and regulations promulgated thereunder, duties or obligations under this Agreement with respect to its discretionary investment and advisory functions without the Corporation’s portfolio transactions prior written consent of the Manager and shall render the Company. Notwithstanding anything in this Agreement to the Board such periodic contrary, however, the Adviser may, at its own discretion, perform any or all of its duties, rights, powers, functions and special reports as obligations with respect to activities other than discretionary investment and advisory functions hereunder through one or more of its affiliates and their respective directors, officers and employees (each, an “Associate”) without the Board may reasonably request. The consent of the Manager or the Company; provided that (i) the Adviser agrees that all records that it maintains shall always remain responsible to the Manager and the Company for the Corporation are Adviser’s obligations under this Agreement, (ii) the property Adviser shall be responsible for ensuring that each Associate complies with the terms of this Agreement, and (iii) the Adviser shall compensate its Associates out of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such recordsfees it receives hereunder.

Duties of the Adviser. (a) The Corporation hereby retains Company employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporationassets, to hire (subject to the supervision approval of the CorporationCompany’s board Board of directors Directors and, if required by applicable law, by “vote of a majority of the outstanding voting securities” of the Fund and/or the Company, as that term is defined in the 1940 Act, and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to carry out the investment program of the Company, and to continuously review, supervise and (where appropriate) administer the investment program of the Company, to determine in its discretion (where appropriate) the securities to be purchased or sold, to provide the Company’s administrator (the “BoardAdministrator”) and the Company with records concerning the Adviser’s activities which the Company is required to maintain, and to render regular reports to the Administrator and to the Company’s officers and Company concerning the Adviser’s discharge of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. The Company hereby constitutes and appoints the Adviser as the Company’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more sub-advisers), in the Company’s name, place and stead, to make, execute, sign and acknowledge all agreements, contracts and other documentation; including, but not limited to, subscription agreements and ISDA agreements, and establish trading accounts on behalf of the Company as in the Adviser’s judgment are necessary or desirable for the period Adviser to implement the investment policies of the Company by purchasing, selling and upon redeeming its assets and placing orders for such purchases and sales. The Adviser shall discharge the terms herein set forth, (i) foregoing responsibilities subject to the control of the Board of Directors of the Company and in accordance compliance with then-current investment objective, such policies and restrictions that are set forth in as the Corporation’s registration statement on Form 10, as amended Company may from time to time establish, the objectives, policies, and limitations for the Company as established by the Board of Directors of the Company, the Articles of Association, the Prospectus (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, as defined below) to the extent subsequent applicable to the effective date of the Registration Statement, any periodic report filed with the SECCompany, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules laws and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) with such other investment advisory, research, and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof agrees, at its own expense, to render the services described herein and to provide the office space, furnishings and equipment and the personnel (including any sub-advisers) required by it to perform the services on the terms and for the compensation provided herein. (c) . The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; providedwill not, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation pay for the acts and omissions cost of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act securities, commodities, and other applicable federal investments (including brokerage commissions and state law. (dother transaction charges, if any) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided purchased or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve sold for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such recordsCompany.

Duties of the Adviser. (a) The Corporation hereby retains Company employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the its assets of the Corporation, subject to the supervision of the Corporation’s board of directors (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current investment objective, policies and restrictions that are set forth in the Corporation’s registration statement on Form 10, as amended from time to time (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) with such other investment advisory, research, and related services as the Corporation may, from time to time, reasonably require for and to continuously review and supervise the investment program of the Company, to determine in its funds. Subject discretion (where appropriate) the securities to be purchased or sold, to provide the Company's administrator (the "Administrator") and the Company with such records concerning the Adviser's activities which the Company reasonably requests, and to render such regular reports to the supervision Administrator and to the Company's officers and Company concerning the Adviser's discharge of the Board, foregoing responsibilities as they may respectively reasonably request. The Company hereby constitutes and appoints the Adviser shall have as the Company's true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more sub-advisers) in the Company's name, place and authority stead, to make, execute, sign and acknowledge all agreements, contracts and other documentation; including, but not limited to, subscription agreements and ISDA agreements, and establish trading accounts on behalf of the Corporation to effectuate its investment decisions for Company as in the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase Adviser's judgment are necessary or sale transactions on behalf of the Corporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary desirable for the Adviser to make investments on behalf implement the investment policies of the Corporation through a subsidiary Company by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. The Adviser shall discharge the foregoing responsibilities subject to the control of the Corporation or a special purpose vehicleBoard of Directors of the Company and in compliance with such policies as the Company may from time to time establish and notify in writing to the Adviser, the Adviser shall have authority Articles of Association, the Prospectus (as defined below) to create or arrange for the creation of such subsidiary or special purpose vehicle extent applicable to the Company, and to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) applicable laws and regulations. The Adviser hereby accepts such engagement employment and agrees during the term hereof agrees, at its own expense, to render the services described herein and to provide the office space, furnishings and equipment and the personnel required by it at its sole discretion to perform the services on the terms and for the compensation provided herein. (c) . The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; providedwill not, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation pay for the acts and omissions cost of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act securities, commodities, and other applicable federal investments (including brokerage commissions and state law. (dother transaction charges, if any) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided purchased or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve sold for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such recordsCompany.

Duties of the Adviser. (a) The Corporation hereby retains the Adviser to act as the investment adviser Subject to the Corporation overall supervision and to manage the investment and reinvestment review of the assets Board of Directors of the Corporation, subject to the supervision of the Corporation’s board of directors Company (the “Board”), the Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the period Company, consistent with the investment objective and upon policies of the terms herein Company set forth, forth (i) in accordance with then-current investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement Registration Statement on Form 10N-2, as amended from time to time (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “MemorandumCommission”) that reflects a different investment objective, policies and restrictions, whichever is filed or preparedcertain states respecting the IPO, as the case same may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as be amended from time to time; and (ii) in any other subsequent registration statements filed by the Company on Form N-2 with the Commission and any states in connection with any other offering of the Company’s securities (the “Registration Statement”). The Adviser will provide, at its expense and on behalf of the Company and as required under the 1940 Act, any managerial assistance requested by the portfolio companies of the Company (“Managerial Assistance”). The Adviser will determine from time to time what securities shall be purchased for the Company, what securities shall be held or sold by the Company and what portion of the Company’s assets shall be held uninvested as cash or in other liquid assets, subject always to the provisions of the Company’s Certificate of Formation, Limited Liability Company Agreement (the “LLC Agreement”), and the Registration Statement, and to the investment objectives of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board may from time to time establish. To carry out such determinations, the Adviser will exercise full discretion and act for the Company in the same manner and with the same force and effect as the Company itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing iii) perform due diligence on prospective portfolio companies); (iv) execute, close, service and monitor the CorporationCompany’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation Fund hereby retains employs the Adviser to act as the investment adviser to the Corporation Fund and to manage the investment and reinvestment of the assets of the CorporationFund, subject to the supervision of the Corporation’s board of directors trustees of the Fund (the “BoardBoard of Trustees”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the CorporationFund’s private placement memorandum, registration statement on Form 10, as amended from time to time (or other filing submitted or filed by the “Registration Statement”), filed Fund with the Securities and Exchange Commission (the “SEC”), and, to in each case as the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as same may be amended from time to time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Investment Company Act, the Investment Advisers Act and all other applicable federal and state laws, rules and regulations; law and (iii) in accordance with the CorporationFund’s articles declaration of amendment trust and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timebylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationFund, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Fund (including performing due diligence on prospective portfolio companies); (iviii) execute, close, service and monitor the CorporationFund’s investments, including the exercise of any rights in its capacity as a lender; (viv) determine the securities and other assets that the Corporation Fund will originate, purchase, retain, retain or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporationsell; and (viiv) provide the Corporation (and its subsidiaries) Fund with such other investment advisory, research, research and related services as the Corporation Fund may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Corporation Fund to effectuate its investment decisions for the CorporationFund, including the execution and delivery of all documents relating to the CorporationFund’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeFund. In the event that the Corporation Fund, consistent with its investment objective and policies, determines to acquire debt financing or to refinance existing debt financing, the Adviser shall arrange for such financing on the CorporationFund’s behalf, subject to the oversight and approval of the BoardBoard of Trustees. If it is necessary for the Adviser to make investments on behalf of the Corporation Fund through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) The Adviser, subject Subject to the prior approval requirements of the Board andInvestment Company Act, the Adviser is hereby authorized, but not required, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Fund’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Fund, howeversubject in all cases to the oversight of the Adviser and the Fund. The Adviser, that and not the Fund, shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act, the Investment Advisers Act and other applicable federal and state law. (d) The Adviser shall, upon request by an official or agency administering the securities laws of a state (a “State Administrator”), submit to such State Administrator the reports and statements required to be distributed to the Fund’s shareholders pursuant to this Agreement, any registration statement filed with the SEC and applicable federal and state law. (e) The Adviser has a fiduciary responsibility and duty to the Fund for the safekeeping and use of all the funds and assets of the Fund, whether or not in the Adviser’s immediate possession or control. The Adviser shall not employ, or permit another to employ, such funds or assets except for the exclusive benefit of the Fund. The Adviser shall not contract away any fiduciary obligation owed by the Adviser to the Fund’s shareholders under common law. (f) For all purposes herein provided provided, the Adviser shall be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Fund in any way or otherwise be deemed an agent of the CorporationFund. (eg) The Adviser shall keep and preserve preserve, in the manner and for the period required by that would be applicable to investment companies registered under the 1940 Act Investment Company Act, any books and records relevant to the provision of its investment advisory services to the Corporation and Fund, shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the CorporationFund’s portfolio transactions and shall render to the Board of Trustees such periodic and special reports as the Board of Trustees may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Fund are the property of the Corporation Fund and shall surrender promptly to the Corporation Fund any such records upon the CorporationFund’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation hereby retains appoints the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Corporation’s board of directors of the Corporation (the “Board”"Board of Directors"), for the period and upon the terms herein set forth, (i) in accordance with then-current the: (x) investment objective, policies and restrictions that are set forth in the Corporation’s 's private placement memorandum and/or registration statement on Form 10, as amended from time to time (statements submitted or filed by the “Registration Statement”), filed Corporation with the Securities and Exchange Commission (the “"SEC”"), and, to in each case as the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as same may be amended from time to time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (iiy) in accordance with the 1940 Investment Company Act, the Investment Advisers Act and all other applicable federal and state laws, rules and regulations; and (iiiz) Corporation's charter and bylaws, in accordance with each case as the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as same may be amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iviii) execute, close, service and monitor the Corporation’s 's investments, including the exercise of any rights in its capacity as a lender; (viv) determine the securities and other assets that the Corporation will originate, purchase, retain, retain or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporationsell; and (viiv) provide the Corporation (and its subsidiaries) with such other investment advisory, research, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the BoardBoard of Directors, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s 's investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation Corporation, and its subsidiaries from time to timethe Corporation's allocation of brokerage commissions. In the event that the Corporation Corporation, consistent with its investment objective and policies, determines to acquire debt financing or to refinance existing debt financing, the Adviser shall arrange for such financing on the Corporation’s 's behalf, subject to the oversight and approval of the BoardBoard of Directors. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle (in accordance with the 1940 Investment Company Act). The Corporation also grants to the Adviser power and authority to engage in all activities and transactions (and anything incidental thereto) that the Adviser deems appropriate, necessary or advisable to carry out its duties pursuant to this Agreement, including the authority to provide, on behalf of the Corporation, significant managerial assistance to the Corporation's portfolio companies to the extent required by the Investment Company Act or otherwise deemed appropriate by the Adviser. (b) The Adviser hereby accepts such engagement appointment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject Subject to the prior approval requirements of the Board andInvestment Company Act, the Adviser is authorized, but not required, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “"Sub-Adviser”") as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation's investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Corporation, howeversubject in all cases to the oversight of the Adviser and the Corporation. The Adviser, that and not the Corporation, shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act, the Investment Advisers Act and other applicable federal and state lawlaws. Nothing in this subsection (c) will obligate the Adviser to pay any expenses that are expenses of the Corporation under Section 2 hereof. (d) The Adviser shall for For all purposes herein provided provided, the Adviser, and any Sub-Adviser, shall be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve preserve, in the manner and for the period required by the 1940 Act Investment Company Act, any books and records relevant to the provision of its investment advisory services to the Corporation and Corporation, shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, Investment Company Act with respect to the Corporation’s 's portfolio transactions and shall render to the Board of Directors such periodic and special reports as the Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s 's request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation hereby retains employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Corporation’s board Board of directors Directors of the Corporation (the “Board”), for the period and upon the terms herein set forth, , (i) in accordance with then-current the investment objectiveobjectives, policies and restrictions that are determined by the Corporation’s Board of Directors from time to time and disclosed to the Adviser, which objectives, policies and restrictions, as of the date hereof, shall be those set forth in the Corporation’s registration statement Annual Report on Form 10, as amended from time to time (the “Registration Statement”)-K, filed with the Securities and Exchange Commission (the “SEC”)) on Xxxxx 0, and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock 0000, (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (iixx) in accordance with the 1940 Act, Investment Company Act and (iii) during the Advisers Act and term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations; , and (iii) in accordance with the Corporation’s articles of amendment charter and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timeby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, , (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; ; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Corporation; (including performing due diligence on prospective portfolio companies); (iviii) execute, close, service close and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; ; (viv) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriatesell; (v) perform due diligence on prospective portfolio companies; and (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) with such other investment advisory, research, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCorporation. In the event that the Corporation determines to acquire incur debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject Subject to the prior approval requirements of the Board and, to the extent requiredInvestment Company Act, the Members, may from time Adviser is hereby authorized to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe obtain the services of the Sub-Adviser(s) to assist the Adviser in providing the investment advisory services required to be particularly fitted provided by the Adviser under Section 1(a) hereof. Specifically, the Adviser may retain a Sub-Adviser to assist it recommend specific securities or other investments based upon the Corporation’s investment objectives and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the performance acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Corporation, howeversubject to the oversight of the Adviser and the Corporation. The Adviser, that and not the Corporation, shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act and other applicable federal and state law. Nothing in this subsection (c) will obligate the Adviser to pay any expenses that are the expenses of the Corporation under Section 2 hereof. (d) The Adviser Adviser, and any Sub-Adviser, shall for all purposes herein provided each be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall will surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation hereby retains employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation’s board of directors (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the Corporation’s registration statement Registration Statement on Form 10N-2, dated July 31, 2012, as the same shall be amended from time to time (as amended, the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations; , and (iii) in accordance with the Corporation’s articles of amendment incorporation and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”)by-laws, as each as may be amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation the (including performing due diligence on prospective portfolio companies); (iviii) execute, close, service close and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (viv) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriatesell; (viv) exercise voting rights in respect of portfolio securities and other investments for the Corporationperform due diligence on prospective investments; and (viivi) provide the Corporation (and its subsidiaries) with such other investment advisory, research, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCorporation. In the event that the Corporation determines to acquire debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the BoardCorporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject Subject to the prior approval requirements of the Board and, to the extent requiredInvestment Company Act, the Members, may from time Adviser is hereby authorized to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Corporation, howeversubject to the oversight of the Adviser and the Corporation. The Adviser, that and not the Corporation, shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act and other applicable federal and state lawlaw and shall contain a provision requiring the Sub-Adviser to comply with Sections 1(e) and 1(f) of this Agreement below as if it were the Adviser. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Corporation’s Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall will surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records. (f) The Adviser shall have adopted and implemented within a reasonable period of time prior to [ ], 2013 written policies and procedures reasonably designed to prevent violation of Federal securities laws by the Adviser. The Adviser shall provide the Corporation, at such times as the Corporation shall reasonably request, with a copy of such policies and procedures and a report of such policies and procedures; such report shall be of sufficient scope and in sufficient detail, as may reasonably be required to comply with Rule 38a-1 under the Investment Company Act and to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.

Duties of the Adviser. (a) The Corporation hereby retains Manager and the Trust appoint the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets such portion, if any, of the CorporationFunds’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, and administer the investment program of the Funds, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities and related laws, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), and Subchapter M and other applicable provisions of the Internal Revenue Code of 1986, as amended (2) subject to the supervision Manager’s oversight and the authority of the Corporation’s board officers and the Trustees of directors (the “Board”), for Trust and in compliance with such policies as the period and upon the terms herein set forthBoard may from time to time establish, (i3) in accordance compliance with then-current investment objectivethe objectives, policies policies, and restrictions that are limitations for each such Fund set forth in the CorporationTrust’s current registration statement on Form 10, as amended from time to time (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to time. Without limiting , applicable laws and regulations, and the generality terms and conditions of any regulatory relief upon which the foregoing, the Adviser shall, during the term and subject Trust may rely from time to the provisions of this Agreementtime with respect to a Fund, (i4) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) compliance with such other investment advisory, research, and related services as the Corporation may, guidelines or restrictions established from time to timetime by the Manager or the Trust which shall be communicated in writing by the Manager to Adviser in advance, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (5) in accordance with the 1940 Act). (b) terms and conditions of this Agreement. The Adviser hereby accepts such engagement appointment and agrees during the term hereof to render the services described for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (c) . The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, Adviser may from time to time seek assistance from and rely upon investment advisory resources available to it through its affiliated companies, provided the Manager has provided prior written consent and the arrangement is subject to a written agreement, but in no case shall such reliance relieve the Adviser of any of its obligations hereunder, nor shall the Manager or the Funds be responsible for any additional fees or expenses hereunder as a result. In all cases, the Adviser shall remain liable as if such services were provided directly. The Adviser shall not pay a fee based on the assets of the Funds to any person providing research, and/or any investment adviser to the Adviser, without the written consent of the Manager. (With respect to any of the Fund assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s custodian(s) to hold and/or transfer the Funds’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into one or more sub-advisory agreements with and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment advisers (related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes, but is not limited to, any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments, and documentation and to make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin for the Funds and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a “Sub-Adviser”) broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Funds’ investment guidelines as provided to the Adviser may believe to be particularly fitted to assist it in by the performance Manager; and (ii) acknowledge the receipt of this Agreement; brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that (a) the Adviser shall be as fully responsible to for ensuring that any such representations are consistent with the Corporation for the acts relevant Fund’s investment policies and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by other governing documents; (b) the Adviser shall be in accordance with responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the requirements Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; and (iii) deposit margin or collateral, which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the 1940 Act Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to a control agreement, acceptable in form and other applicable federal substance to the Manager, pursuant to which such custodian agrees and state law. (d) accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall not have no the authority to act for cause the Manager or represent the Corporation in any way Trust to deliver securities or otherwise be deemed an agent other property, or pay cash to the Adviser other than payment of the Corporation. (e) The Adviser shall keep and preserve management fee provided for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably requestthis Agreement. The Adviser agrees that all records that it maintains will not be responsible for the Corporation are the property cost of the Corporation and shall surrender promptly to the Corporation securities or brokerage commissions or any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such recordsother Trust expenses except as specified in this Agreement.

Duties of the Adviser. (a) The Corporation Company hereby retains employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board Board of directors Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with then-current the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 10, 10 (as amended from time to time (time, the “Registration Statement”), ) to be filed with the Securities and Exchange Commission (the “SEC”), and, and prior to the extent subsequent to date on which the effective date of SEC declares the Company’s Registration StatementStatement effective, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s confidential private placement memorandummemorandum dated May, 2018 (the “PPM”) and as amended from time to time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (iiy) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iiiz) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timeInvestment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing due diligence on prospective portfolio companies)iii) close and monitor the Company’s investments; (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation Company will originate, purchase, retain, or sell and dispose sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of such shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other assets, as appropriateevidences of indebtedness; (vi) exercise voting rights in respect of perform due diligence on prospective portfolio securities and other investments for the Corporationcompanies; and (vii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser shall will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (ed) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, Investment Company Act with respect to the CorporationCompany’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall will surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Adviser may retain a copy of such records. e) The Adviser shall be primarily responsible for the execution of any trades in securities in the Company’s portfolio and the Company’s allocation of brokerage commissions.

Duties of the Adviser. (a) The Corporation hereby retains the Adviser to act as the investment adviser Subject to the Corporation overall supervision and to manage the investment and reinvestment review of the assets Board of Directors of the Corporation, subject to the supervision of the Corporation’s board of directors Company (the “Board”), the Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the period Company, consistent with the investment objective and upon policies of the terms herein set forth, (i) in accordance with then-current investment objective, policies and restrictions that are set forth in the Corporation’s registration statement on Form 10, as amended Company. The Adviser will determine from time to time what securities shall be purchased for the Company, what securities shall be held or sold by the Company and what portion of the Company’s assets shall be held uninvested as cash or in other liquid assets, subject always to the provisions of the Company’s Articles of Incorporation, Bylaws, and its registration statement under the Investment Company Act of 1940, as amended (the “Registration Statement1940 Act”)) and under the Securities Act of 1933, as amended, covering the Company’s shares, as filed with the Securities and Exchange Commission (the “SECCommission”), and, to the extent subsequent to the effective date as any of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case same may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as be amended from time to time, and to the investment objectives of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board may from time to time establish. To carry out such determinations, the Adviser will exercise full discretion and act for the Company in the same manner and with the same force and effect as the Company itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) with such other investment advisory, research, and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.Company;

Duties of the Adviser. (a) The Corporation hereby retains employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Corporation’s board Board of directors Directors of the Corporation (the “Board”), for the period and upon the terms herein set forth, in accordance with, (i) in accordance with then-current the investment objectiveobjectives, policies and restrictions that are determined by the Corporation’s Board of Directors from time to time and disclosed to the Adviser, which objectives, policies and restrictions, as of the date of effectiveness of this Agreement, shall be those set forth in the Corporation’s registration statement Annual Report on Form 10, as amended from time to time (the “Registration Statement”)-K, filed with the Securities and Exchange Commission (the “SEC”)) on February 12, and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; 2019; (ii) in accordance with the 1940 Act, the Advisers Investment Company Act and and (iii) all other applicable federal and state laws, rules and regulations; , and (iii) in accordance with the Corporation’s articles of amendment charter and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timeby‑laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, , (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; ; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Corporation; (including performing due diligence on prospective portfolio companies); (iviii) execute, close, service close and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; ; (viv) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriatesell; (v) perform due diligence on prospective portfolio companies; and (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) with such other investment advisory, research, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCorporation. In the event that the Corporation determines to acquire incur debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject Subject to the prior approval requirements of the Board and, to the extent requiredInvestment Company Act, the Members, may from time Adviser is hereby authorized to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe obtain the services of the Sub-Adviser(s) to assist the Adviser in providing the investment advisory services required to be particularly fitted provided by the Adviser under Section 1(a) hereof. Specifically, the Adviser may retain a Sub-Adviser to assist it recommend specific securities or other investments based upon the Corporation’s investment objectives and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the performance acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Corporation, howeversubject to the oversight of the Adviser and the Corporation. The Adviser, that and not the Corporation, shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act and other applicable federal and state law. Nothing in this subsection (c) will obligate the Adviser to pay any expenses that are the expenses of the Corporation under Section 2 hereof. (d) The Adviser Adviser, and any Sub-Adviser, shall for all purposes herein provided each be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall will surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation Company hereby retains engages the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board of directors of the Company (the “BoardBoard of Directors”), for the period and upon the terms herein set forthforth and in accordance with this Agreement. The Adviser shall have full and complete authority at its sole discretion, without prior reference to the Company, and at such times as the Adviser shall think fit, to make decisions to invest the assets of the Company, subject to and in accordance with: (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 10confidential private placement memorandum (as the same may be amended, restated, or supplemented from time to time), as the same may be amended from time to time (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; ; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulationslaw; and and (iii) in accordance with the CorporationCompany’s articles Amended and Restated Certificate of amendment Incorporation and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), as each may be, as amended applicable, amended, restated, and/or supplemented from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, , (i) formulate determine the securities and implement other assets that the Corporation’s investment program; Company will purchase, retain or sell; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; ; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company and/or the structure thereof (including without limitation performing due diligence on prospective portfolio companieswith respect to any instrument and/or company in which the Company may invest); ; (iv) executebuy, closesell, exchange, redeem hold, convert or otherwise deal with and/or execute transactions with respect to, any kind of security or other property in which the Company may invest; (v) service and monitor the CorporationCompany’s investments, including the exercise of without limitation by exercising or refraining from exercising any rights in its capacity as right conveyed by a lender; (v) determine the securities and other assets that the Corporation will originateparticular investment to buy, purchasesell, retainsubscribe for, exchange or sell and dispose of such securities and other assets, as appropriate; redeem an investment; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and or refrain from exercising any governance or ownership right conferred by a particular investment; (vii) enter into any foreign exchange and/or derivative transactions; and (viii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its fundsfunds and/or which the Adviser reasonably considers to be necessary, desirable or incidental to carrying out the services under this Agreement. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany and to enter into and/or execute any documents, including agreements, master agreements, confirmations, deeds, or other instruments, and to open any accounts, required or appropriate to provide the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeservices described herein. In the event that the Corporation Company determines to acquire debt financing or to refinance existing debt financing, the Adviser shall arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the BoardBoard of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle (in accordance with the 1940 Act). (b) The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) The Adviser, subject Subject to the prior approval requirements of the Board and1940 Act, the Adviser is hereby authorized, but not required, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Company, howeversubject in all cases to the oversight of the Adviser and the Company. The Adviser, that and not the Company, shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act, the Advisers Act and other applicable federal and state law. For the avoidance of doubt, the Adviser shall also be permitted to delegate and/or outsource to third parties back-office services which do not involve such service providers providing investment advice. (d) The Adviser shall for For all purposes herein provided provided, the Adviser shall be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporationcontractor. (e) The Adviser shall keep and preserve preserve, in the manner and for the period required by that would be applicable to investment companies registered under the 1940 Act Act, any books and records relevant to the provision of its investment advisory services to the Corporation and Company, shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the CorporationCompany’s portfolio transactions and shall render to the Board of Directors such periodic and special reports as the Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation Company hereby retains employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board Board of directors Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 10N-2 (File No. 333-188956) initially filed on May 30, 2013 (as the same shall be amended from time to time (time, the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timeInvestment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing due diligence on prospective portfolio companies)iii) close and monitor the Company’s investments; (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation Company will originate, purchase, retain, or sell sell; (v) perform due diligence on prospective portfolio companies; and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser shall will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject Adviser is hereby authorized to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Company, however, that subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (e) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, Investment Company Act with respect to the CorporationCompany’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall will surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation hereby retains the Adviser to act as the investment adviser Subject to the Corporation overall supervision and to manage the investment and reinvestment review of the assets Board of Directors of the Corporation, subject to the supervision of the Corporation’s board of directors Company (the “Board”), the Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the period Company, consistent with the investment objective and upon policies of the terms herein set forth, (i) in accordance with then-current investment objective, policies and restrictions that are set forth in the Corporation’s registration statement on Form 10, as amended Company. The Adviser will determine from time to time what securities shall be purchased for the Company, what securities shall be held or sold by the Company and what portion of the Company’s assets shall be held uninvested as cash or in other liquid assets, subject always to the provisions of the Company’s Articles of Incorporation, Bylaws, and its registration statement under the Investment Company Act of 1940, as amended (the “Registration Statement1940 Act”)) and under the Securities Act of 1933, as amended, covering the Company’s shares, as filed with the Securities and Exchange Commission (the “SECCommission”), and, to the extent subsequent to the effective date as any of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case same may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as be amended from time to time, and to the investment objectives of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board may from time to time establish. To carry out such determinations, the Adviser will exercise full discretion and act for the Company in the same manner and with the same force and effect as the Company itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing iii) perform due diligence on prospective portfolio companies); (iv) execute, close, service close and monitor the CorporationCompany’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation hereby retains employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation’s board of directors (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the Corporation’s registration statement Registration Statement on Form 10, as amended from time to time (the “Registration Statement”)N-2, filed with the Securities and Exchange Commission (the “SEC”)) on April 30, and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared2010, as the case may besame shall be amended from time to time (as amended, later; the “Registration Statement”), (ii) in accordance with the 1940 Act, the Advisers Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations; , and (iii) in accordance with the Corporation’s articles of amendment charter and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timeby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iviii) execute, close, service close and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (viv) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriatesell; (viv) exercise voting rights in respect of perform due diligence on prospective portfolio securities and other investments for the Corporationcompanies; and (viivi) provide the Corporation (and its subsidiaries) with such other investment advisory, research, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the discretion, power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCorporation. In the event that the Corporation determines to acquire debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the BoardCorporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject Subject to the prior approval requirements of the Board and, to the extent requiredInvestment Company Act, the Members, may from time Adviser is hereby authorized to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Corporation, howeversubject to the oversight of the Adviser and the Corporation. The Adviser, that and not the Corporation, shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act and other applicable federal and state lawlaw and shall contain a provision requiring the Sub-Adviser to comply with Sections 1(e) and 1(f) below as if it were the Adviser. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall will surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records. (f) The Adviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Federal Securities laws by the Adviser. The Adviser has provided the Corporation, and shall provide the Corporation at such times in the future as the Corporation shall reasonably request, with a copy of such policies and procedures and a report of such policies and procedures. Such report shall be of sufficient scope and in sufficient detail, as may reasonably be required to comply with Rule 38a-1 under the Investment Company Act and to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the report shall so state. (g) The Adviser shall, upon by request by an official or agency administering the securities laws of a state, province, or commonwealth (a “State Administrator”) submit to such State Administrator the reports and statements required to be distributed to the Corporation’s stockholders pursuant to this Agreement, the Registration Statement and applicable federal and state law. (j) It is acknowledged that the Adviser shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Corporation, whether or not in the Adviser’s immediate possession or control. The Adviser shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Corporation. The Adviser shall not, by entry into an agreement with any stockholder of the Corporation or otherwise, contract away the fiduciary obligation owed to the Corporation and the Corporation’s stockholders under common law.

Duties of the Adviser. (a) The Corporation hereby retains employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation’s board of directors (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the Corporation’s registration statement Registration Statement on Form 10N-2, filed March 29, 2005, as the same shall be amended from time to time (as amended, the “Registration Statement”), filed Statement”)filings with the Securities and Exchange Commission (the “SEC”)Commission, and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations; , and (iii) in accordance with the Corporation’s articles chartercertificate of amendment incorporation and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timeby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iviii) execute, close, service close and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (viv) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriatesell; (viv) exercise voting rights in respect of perform due diligence on prospective portfolio securities and other investments for the Corporationcompanies; and (viivi) provide the Corporation (and its subsidiaries) with such other investment advisory, research, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the discretion, power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCorporation. In the event that the Corporation determines to acquire debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the BoardCorporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject Subject to the prior approval requirements of the Board and, to the extent requiredInvestment Company Act, the Members, may from time Adviser is hereby authorized to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Corporation, howeversubject to the oversight of the Adviser and the Corporation. The Adviser, that and not the Corporation, shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act and other applicable federal and state lawlaw and shall contain a provision requiring the Sub-Adviser to comply with sections 1(e) and 1(f) below as if it were the Adviser. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall will surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records. (f) The Adviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Federal Securities laws by the Adviser. The Adviser has provided the Corporation, and shall provide the Corporation at such times in the future as the Corporation shall reasonably request, with a copy of such policies and procedures and a report of such policies and procedures. Such report shall be of sufficient scope and in sufficient detail, as may reasonably be required to comply with Rule 38a-1 under the Investment Company Act and to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the report shall so state.

Duties of the Adviser. (a) The Corporation hereby retains employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Corporation’s board of directors of the Corporation (the “BoardBoard of Directors”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the Corporation’s private placement memorandum, registration statement on Form 10, as amended from time to time (or other filing submitted or filed by the “Registration Statement”), filed Corporation with the Securities and Exchange Commission (Commission, in each case as the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as same may be amended from time to time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Investment Company Act, the Investment Advisers Act and all other applicable federal and state lawslaw, rules and regulations; including the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if applicable and (iii) in accordance with the Corporation’s articles of amendment charter and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timebylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iviii) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (viv) determine the securities and other assets that the Corporation will originate, purchase, retain, retain or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporationsell; and (viiv) provide the Corporation (and its subsidiaries) with such other investment advisory, research, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCorporation. In the event that the Corporation Corporation, consistent with its investment objective and policies, determines to acquire debt financing or to refinance existing debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the BoardBoard of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) The Adviser, subject Subject to the prior approval requirements of the Board andInvestment Company Act and ERISA, if applicable, the Adviser is hereby authorized, but not required, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Corporation, howeversubject in all cases to the oversight of the Adviser and the Corporation. The Adviser, that and not the Corporation, shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act, the Investment Advisers Act and other applicable federal and state law, including ERISA, if applicable. (d) The Adviser shall for For all purposes herein provided provided, the Adviser shall be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve preserve, in the manner and for the period required by that would be applicable to investment companies registered under the 1940 Act Investment Company Act, any books and records relevant to the provision of its investment advisory services to the Corporation and Corporation, shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board of Directors such periodic and special reports as the Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation Company hereby retains employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board Board of directors Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with then-current the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 10, N-2 (as amended from time to time (time, the “Registration Statement”), ) to be filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (iiy) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; , and (iii) in accordance with the CorporationCompany’s articles of amendment and restatement charter as may be amended from time to time (the “Charter”) and amended and restated bylaws (by-laws as the “Bylaws”), each as same shall be amended from time to time; and (z) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) formulate and implement the Corporation’s investment program; (ii) determine the composition and allocation of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iviii) execute, close, service and monitor the CorporationCompany’s investments, including the exercise of any rights in its capacity as a lender; (viv) determine the securities securities, loans and other assets that the Corporation Company will originate, purchase, retain, or sell and dispose sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of such securities shares, securities, loans or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include notes and other assets, evidences of indebtedness (whether or not such investment are securities as appropriatedefined under the Securities Act); (vi) exercise voting rights in respect of perform due diligence on prospective portfolio securities and other investments for the Corporationcompanies; and (vii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser shall will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (ed) The Subject to review by, and the overall control of, the Board, the Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, Investment Company Act with respect to the CorporationCompany’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably requestrequest or as may be required under applicable federal and state law, and shall make such records available for inspection by the Board and its authorized agents, at any time and from time to time during normal business hours. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall will surrender promptly to the Corporation Company any such records upon the CorporationCompany’s requestrequest and termination of this Agreement pursuant to Section 10, provided that the Adviser may retain a copy of such records. e) The Adviser shall be primarily responsible for the execution of any trades in securities or loans in the Company’s portfolio and the Company’s allocation of brokerage commissions . f) The Adviser shall, upon request by an official or agency administering the securities laws of a state (a “State Administrator”), submit to such State Administrator the reports and statements required to be distributed to the Company’s stockholders pursuant to this Agreement, any registration statement filed with the SEC and applicable federal and state law. g) The Adviser has a fiduciary responsibility and duty to the Company and the Company’s stockholders for the safekeeping and use of all the funds and assets of the Company, whether or not in the Adviser’s immediate possession or control. The Adviser shall not employ, or permit another to employ, such funds or assets except for the exclusive benefit of the Company. The Adviser shall not, by entry into an agreement with any stockholder of the Company or otherwise, contract away the fiduciary obligation owed to the Company and the Company’s stockholders under common law.

Duties of the Adviser. (a) The Corporation hereby retains the Adviser to act as the investment adviser Subject to the Corporation overall supervision and to manage the investment and reinvestment review of the assets Board of Directors of the Corporation, subject to the supervision of the Corporation’s board of directors Company (the “Board”), the Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the period Company, consistent with the investment objective and upon policies of the terms herein set forth, (i) in accordance with then-current investment objective, policies and restrictions that are set forth in the Corporation’s registration statement on Form 10Company, as amended to the securities portfolio of the Company. The Adviser will determine from time to time (what securities shall be purchased for the “Registration Statement”)Company, filed with what securities shall be held or sold by the Securities and Exchange Commission (the “SEC”)Company, and, subject always to the extent subsequent provisions of the Company’s Articles of Incorporation, Bylaws, and to the effective date investment objectives of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandumCompany, as amended from time, relating to each of the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended same shall be from time to timetime in effect, and subject, further, to such policies and instructions as the Board may from time to time establish. To carry out such determinations, the Adviser will exercise full discretion and act for the Company in the same manner and with the same force and effect as the Company itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the securities portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the securities investments made by the Corporation Company; (including performing iii) perform due diligence on prospective portfolio companies)securities; (iv) execute, close, service close and monitor the CorporationCompany’s investments, including the exercise of any rights in its capacity as a lendersecurities; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation hereby retains Adviser will be responsible for managing the Adviser to act as relationship with Chinese regulatory authorities, including the investment adviser to Securities & Futures Commission of Hong Kong, the Corporation China Securities Regulatory Commission and to manage State Administration of Foreign Exchange. In this regard, among other things necessary and appropriate for the investment and reinvestment operation of the assets of Funds, Adviser shall be responsible for securing QFII and RQFII allocations for the CorporationFunds and additional quotas as needed on a timely basis. (b) In addition, subject to the supervision and oversight of the Corporation’s board Manager and the Board of directors Trustees (the “Board”), for the period Adviser shall manage all of the securities and upon other assets of the terms herein set forthFunds (the “Assets”), (i) including the purchase, retention and disposition of the Assets, in accordance with then-current the Funds’ respective investment objectiveobjectives, policies and restrictions that are set forth as stated in the Corporationeach Fund’s registration prospectus and statement on Form 10of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Registration StatementProspectus”), filed and subject to the following: (i) The Adviser shall determine from time to time what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash. (ii) In the performance of its duties and obligations under this Agreement, the Adviser shall act in conformity with the Trust’s Declaration of Trust (as defined herein), and By-Laws, each as may be modified, amended or supplemented from time to time, the Prospectus, the instructions and directions of the Manager and of the Board, the then-current terms and conditions of exemptive and no-action relief granted to the Trust, and the Trust’s policies and procedures. The Manager undertakes to provide the Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned documents. In the performance of its duties and obligations under this Agreement, the Adviser shall also comply in all material respects with the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Advisers Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations and Chinese laws and regulations, as each is amended from time to time. (iii) The Adviser shall determine the Assets to be purchased or sold by the Funds as provided in subparagraph (i) and will place orders with or through such persons, brokers or dealers chosen by the Adviser to carry out the policy with respect to brokerage as the Board or the Manager may direct in writing from time to time, in conformity with all federal securities laws and applicable Chinese laws and regulations. The Adviser may open and maintain brokerage accounts of all types of behalf of and in the name of the Funds. The Adviser may enter into standard customer agreements with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Adviser deems desirable and appropriate. Subject to the obtaining the best price and execution reasonably available and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Adviser is authorized to cause a Fund to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Adviser has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to such Fund and to other funds or clients for which the Adviser exercises investment discretion. The Adviser is authorized to direct portfolio transactions to a broker that is an affiliated person of the Manager, Adviser or a Fund in accordance with such standards and procedures as may be approved by the Board in accordance with Rule 17e-1 under the 1940 Act, or other rules promulgated by the Securities and Exchange Commission (the “SEC”). The Adviser shall not divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, andany other series of the Trust, or any other registered investment company. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund(s) as well as other clients of the Adviser, the Adviser, to the extent subsequent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to the effective date be purchased or sold to attempt to obtain a fair and reasonable result and efficient execution. Allocation of the Registration Statementsecurities so purchased or sold, any periodic report filed with as well as the SEC, and in accordance with the investment objective, policies and restrictions set forth expenses incurred in the Corporation’s private placement memorandumtransaction, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments will be made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service Adviser in the manner which the Adviser considers to be the most equitable and monitor the Corporation’s investments, including the exercise of any rights in consistent with its capacity as a lender; (v) determine the securities fiduciary obligations to each Fund and to its other assets clients over time. The Manager agrees that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (Adviser and its subsidiaries) with such other investment advisory, research, affiliates may give advice and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it take action in the performance of this Agreement; providedtheir duties with respect to any of their other clients that may differ from advice given, howeveror the timing or nature of actions take, with respect to the relevant Fund. The Manager also acknowledges that the compensation Adviser and its affiliates are fiduciaries to other entities, some of any Sub-Adviser shall be paid by which have the Adviser same or similar investment objectives (and will hold the same or similar investments) as the Fund(s), and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for will carry out its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance duties hereunder together with the requirements of the 1940 Act and other applicable federal and state lawits duties under such relationships. (div) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of respect to transactions involving the Assets required by Rule 31a-1 under the 1940 Act and preserve such records for the periods prescribed by Rule 31a-2 under the 1940 Act, and the rules and regulations promulgated thereunder, with respect . The Adviser shall timely furnish to the Corporation’s portfolio transactions Manager all information needed by the Manager to keep the other books and shall render to records of the Board such periodic and special reports as Fund required by Rule 31a-1 under the Board may reasonably request1940 Act. The Adviser agrees that all records that it maintains for the Corporation on behalf of a Fund are the property of the Corporation Fund and shall the Adviser will surrender promptly to the Corporation Fund any of such records upon the CorporationFund’s request; provided, provided however, that the Adviser may retain a copy of such records. (v) The Adviser shall provide the relevant Fund’s custodian on each business day with information relating to all transactions concerning the Assets and shall provide the Manager with such information upon request of the Manager and shall otherwise cooperate with and provide reasonable assistance to the Manager, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust, The Adviser shall not hold, or have custody of, any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser. The Adviser will also provide the Manager with such compliance reports and certifications relating to its duties under this Agreement and the federal securities laws or Chinese laws or regulations as may be reasonably requested. (vi) To the extent applicable to China A Shares, the Adviser shall, when explicitly directed by the Manager or the Board and consistent with the best interests of each Fund, be responsible for exercising (or not exercising in its discretion) all rights of security holders with respect to securities held by each Fund, including but not limited to: reviewing proxy solicitation materials, voting and handling proxies and converting, tendering exchanging or redeeming securities. The Adviser shall report to the Manager in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX), including a record of all proxies not voted and/or voted inconsistently with Adviser’s proxy voting guidelines. The Adviser shall certify at least annually or more often as may reasonably be requested by the Manager, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. (vii) The Adviser shall maintain books and records with respect to the Funds’ investment transactions and keep the Manager fully informed on an ongoing basis of all material facts concerning the Adviser and its key investment personnel providing services to the Funds. The Adviser shall furnish to the Manager or the Board regular, periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Manager or Board may reasonably request; and the Adviser will attend meetings with the Manager and/or the Board, as reasonably requested, to discuss the foregoing. Upon the request of the Manager, the Adviser shall also furnish to the Manager any other information relating to the Assets that is required to be filed by the Manager or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief from the SEC on which the Manager, the Trust or a Fund relies. (viii) The Adviser shall monitor the Assets owned by the Fund(s) and, in accordance with procedures established by the Board, as amended from time to time, and in conjunction with the Manager, promptly notify the Manager and the Trust’s Fund Accounting Agent of Assets that the Adviser believes should be fair valued in accordance with the Trust’s Valuation Procedures. The Adviser will provide reasonable assistance in determining the fair value of the Assets, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for which market prices are not readily available, it being understood that the Adviser will not be responsible for determining the value of any such security.

Duties of the Adviser. (a) The Corporation hereby retains the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporationshall, subject to the supervision direction and control by the Company’s Board of the Corporation’s board of directors (the “Board”), for the period and upon the terms herein set forthDirectors, (i) in accordance regularly provide investment advice and recommendations to the Company with then-current respect to the Company’s investments, investment objective, policies and restrictions that are set forth in the Corporation’s registration statement on Form 10purchase, as amended from time to time (the “Registration Statement”), filed with the Securities sale or other disposition of securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, laterother investments; (ii) in accordance with supervise and monitor continuously the 1940 Act, investment program of the Advisers Act Company and all the composition of its portfolio and determine what securities or other applicable federal and state laws, rules and regulationsinvestments shall be purchased or sold by the Company; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”)arrange, each as amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this AgreementSection 7 hereof, (i) formulate and implement for the Corporation’s investment program; (ii) determine the composition purchase of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the CorporationCompany and the sale of securities and other investments held in the portfolio of the Company; and (viiiv) provide reports on the Corporation (and its subsidiaries) with such other investment advisory, research, and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject foregoing to the supervision Board of Directors at each Board meeting. Unless the BoardCompany’s Board of Directors or a designee thereof gives the Adviser written instructions to the contrary, the Adviser shall have use its good faith judgment in a manner which it reasonably believes best serves the power interests of the Company and authority the Fund to vote or abstain from voting all proxies solicited by or with respect to the issuers of investments in which assets of the Company are invested. The Company shall instruct the Company’s custodian, administrator and other appropriate parties providing services to the Company to promptly forward proxy statements to the Adviser. The Adviser shall provide the Company or its designee in a timely manner with such records of its proxy voting on behalf of the Corporation to effectuate its investment decisions Company as necessary for the CorporationFund to comply with the requirements of Form N-PX or any successor law, including rule, regulation or Commission position. The Adviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the execution Company, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving Fund assets, and delivery of the Company acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Adviser agrees that it shall provide the Company and/or its designee with any and all documents documentation or information relating to the CorporationLitigation as may reasonably be requested by them. The Company does hereby appoint the Adviser as its agent in fact with full authority to buy, sell or otherwise effect investment transactions involving the assets in its name and for the Company’s investments portfolio, including without limitation, the power to execute swaps, futures, options and other agreements with counterparties on the placing of orders for and Company’s behalf as the purchase or sale transactions on behalf of the Corporation and its subsidiaries Adviser deems appropriate from time to time. In time in order to carry out the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the CorporationAdviser’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act)responsibilities hereunder. (b) The Adviser hereby accepts shall provide to the Company such engagement and agrees during the term hereof to render the services described herein reports for the compensation provided herein.Company, the Fund, and MassMutual, and in monthly, quarterly or annual time frames, as the Company shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and those reports listed in Appendix A. (c) The Adviser, Provided that the Company shall not be required to pay any compensation other than as provided by the terms of this Agreement and subject to the prior approval provisions of the Board andSection 7 hereof, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (d) Provided that nothing herein shall be particularly fitted deemed to assist it protect the Adviser from acts or omissions in breach of this Agreement or from willful misfeasance of its duties, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Agreement, the Adviser shall not be liable to the Company or any shareholder of the Company for any loss sustained by reason of good faith errors or omissions in connection with any business judgment, investment decision, service to be rendered or other matters to which this Agreement relates. (e) To the extent that the disclosure of such information would not violate any applicable laws or regulations, the Adviser shall make all material disclosures to the Company, the Fund, and MassMutual regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Adviser or any change in its key personnel that could materially affect the services provided by the Adviser to the Company hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Adviser or any person who controls the Adviser, information regarding the investment performance and general investment methods of the Adviser or its principals and affiliates relating to the Company and the investment performance of the Adviser or its principals and affiliates relating to other clients with the same or similar investment strategies as the Company (subject to applicable restrictions on the release of client confidential information), information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization that would have a material adverse effect on the services performed by the Adviser hereunder with respect to the Company, information that the Company, upon prior written request, reasonably deems material to the Company or the Fund or necessary to enable the Board of Directors or officers of the Company, the Board of Trustees of the Fund or MassMutual to monitor the performance of the Adviser and information that is required, in the reasonable judgment of the Company, the Fund, or MassMutual and upon prior written request by the Company, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (f) The Adviser shall provide the Company and MassMutual, upon reasonable prior written request by the Company, with access to inspect at the Adviser’s office during normal business hours the books and records of the Adviser relating to the Company and the Adviser’s performance hereunder and such other books and records of the Adviser as are necessary to confirm that the Adviser has complied with its obligations and duties under this Agreement. The Adviser agrees that all records which it maintains for the Company are property of the Company and the Adviser will promptly surrender to the Company any of such records or copies thereof upon the Company’s request. (g) The Adviser makes no representations or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including any other clients of the Adviser, whether public or private. (h) In accordance with Rule 17a-10 under the Act and any other applicable law, the Adviser shall not consult with any other adviser to the Company or any other adviser or sub-adviser to any other portfolio of the Company or to any other investment company or investment company series for which MassMutual serves as investment adviser concerning transactions for the Company in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (i) The Adviser may perform its services through any employee, officer or agent of the Adviser, and the Company shall not be entitled to the advice, recommendation or judgment of any specific person; provided, however, that the compensation persons identified in the Disclosure Documents in respect of the Fund shall perform the portfolio management duties described herein in respect of the Company until the Adviser notifies the Company and MassMutual that one or more other employees, officers or agents of the Adviser, identified in such notice, shall assume such duties as of a specific date. The Adviser shall use commercially reasonable efforts to inform the Company and MassMutual of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible such events enough time prior to the Corporation for event taking effect such that allows sufficient time to prepare and file any necessary supplement(s) to the acts and omissions of any Sub-Disclosure Documents. The Adviser as it is for will perform its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be obligations hereunder in accordance with the requirements compliance policies and procedures of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided Fund notified to it from time to time by MassMutual, investment adviser to the Fund, as if they applied directly to the Company, with such changes as may be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required agreed by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, Company and the rules and regulations promulgated thereunder, with respect Adviser to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s request, provided take into account that the Adviser may retain a copy of such recordsFund and the Company are separate entities.

Duties of the Adviser. (a) The Corporation hereby retains Under the Adviser to act as the investment adviser to the Corporation supervision and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision control of the Corporation’s TIP's board of directors (the “"Board”"), for the period Adviser shall manage the investment program of the Fund and, in particular, shall perform the following duties in addition to any others that the Board and upon the terms herein set forth, Adviser agree are appropriate to support and enhance the investment program of the Fund: (a) MONEY MANAGER SELECTION AND SUPERVISION (i) Establish, in accordance with then-current investment objective, policies and restrictions that are set forth in the Corporation’s registration statement on Form 10, as amended from time to time (the “Registration Statement”), filed consultation with the Securities Board, criteria for identification and Exchange Commission selection of money managers for the Fund; (ii) Identify, screen and interview money managers for the “SEC”)Fund, analyze the capabilities of such managers, and, subject to review and approval of the Board, select one or more money managers to invest the Fund's assets in light of the capabilities of available managers and expectations as to the extent subsequent way in which the investment programs and styles of each will contribute, in tandem, to the effective date overall performance of the Registration StatementFund; (iii) Negotiate discretionary management agreements between TIP and money managers on suitable terms with particular attention to performance benchmarks and fees, any periodic report filed it being understood that (except with respect to assets that are not managed by a money manager, as provided below) the agreements will vest with the SECmoney managers, and in accordance not with the Adviser, the discretion to select particular investments within the investment objectiveprogram, policies performance benchmark or benchmarks, investment policies, and restrictions set forth in agreement, and advise the Corporation’s private placement memorandumBoard of Directors, which has final authority for the approval or disapproval of such agreements, as amended from time, relating to the Corporation’s private offering terms thereof and other pertinent information with respect thereto; (iv) Review periodically the performance of its common stock each money manager against the manager's performance benchmark and the manager's overall contribution to the Fund's performance, and make such recommendations to the Board of Directors as the Adviser deems appropriate with respect to the continuation, modification, or termination of the agreement with the manager; (v) Allocate and reallocate funds to and among money managers in light of changing market conditions, manager performance, and other factors that the “Memorandum”Adviser deems relevant with the objective of maximizing the Fund's investment performance; (vi) that reflects a different Review the investment objectiveobjectives, policies and restrictions applicable to the Fund in light of the Fund's performance and make recommendations the Adviser deems appropriate with respect to any changes in such objectives, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) with such other investment advisory, research, and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation Adviser hereby retains the Sub-Adviser to act as Sub-Adviser for and manage on a discretionary basis that portion, or all, of the investment adviser Company’s assets that the Adviser shall allocate to the Corporation Sub-Adviser from time to time, plus all investments, reinvestments and proceeds of the sale thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation thereof and withdrawals by the Adviser therefrom (the “Allocated Assets”), and to manage provide investment advice to the investment and reinvestment of Company with respect to the assets of the CorporationAllocated Assets as hereinafter set forth, subject to the supervision and oversight of the Corporation’s board Adviser and the Board of directors Directors of the Company (the “Board”), for the period and upon the terms herein set forth, in accordance with (i) the investment policies, restrictions and guidelines applicable to the Sub-Adviser’s management of the Allocated Assets as agreed to in accordance with thenwriting from time to time by the Adviser and the Sub-current Adviser (collectively, the “Investment Guidelines”), provided that Adviser provides to the Sub-Adviser, and Sub-Adviser acknowledges receipt of, such Investment Guidelines and any changes thereof within a reasonable time prior to implementation; (ii) the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 10N-2 (File No. 333-228959) initially filed on December 21, 2018 (and as the same shall be amended from time to time (time, the “Registration Statement”), filed with the Securities ) and Exchange Commission (the “SEC”), and, provided to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, laterSub-Adviser; (iiiii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; , and (iii) in accordance with the CorporationCompany’s articles of amendment charter and restatement (by-laws as the “Charter”) and amended and restated bylaws (the “Bylaws”), each as same shall be amended from time to time; (iv) the Investment Company Act; and (v) the Sub-Adviser’s compliance policies and procedures, provided that Sub-Adviser provides to the Adviser, and Adviser acknowledges receipt of, such summary of compliance policies and procedures and any material changes thereof within a reasonable time prior to implementation with respect to the Allocated Assets. Without limiting the generality of the foregoing, the Sub-Adviser shallshall with respect to the Allocated Assets, during the term and subject to the provisions of this Agreement, : (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporationportfolio, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company therein; (including performing due diligence on prospective portfolio companies)iii) close and monitor the Company’s investments therein; (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation Company will originate, purchase, retain, or sell and dispose therein; (v) use reasonable endeavors to ensure that the Company’s investments therein consist mainly of such shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other assets, as appropriateevidences of indebtedness; (vi) exercise voting rights in respect of perform due diligence on prospective portfolio securities and other investments for the Corporationcompanies therein; and (vii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of the Allocated Assets, including providing operating and managerial assistance to the Company and its funds. portfolio companies therein as required. (b) The Adviser shall make available to the Sub-Adviser, or furnish the Sub-Adviser with, copies of the Company’s Registration Statement, charter, by-laws, Advisory Agreement, Investment Guidelines and any other limitations or guidelines instituted by the Adviser that specifically relate to the Allocated Assets, and any amendments thereto, in each case in the form currently in effect. (c) Subject to the supervision of the BoardBoard and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany with respect to the Allocated Assets, including the execution and delivery of all documents relating to the CorporationCompany’s investments therein and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany with respect thereto. In the event that the Corporation Company determines to acquire debt financingfinancing with respect to the Allocated Assets, the Sub-Adviser shall will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Adviser and the Board. If it is necessary or appropriate for the Sub-Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Sub-Adviser shall have authority to create or arrange for the creation of any such subsidiary or special purpose vehicle and and/or to make such investments through any such special purpose vehicle (in accordance with the 1940 Investment Company Act), subject to the oversight of the Board and the Adviser. (bd) Subject to the supervision of the Board, the Sub-Adviser is authorized with respect to the Allocated Assets to enter into trading agreements and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf of the Company, as applicable) and take any other actions required to make investments pursuant to the Registration Statement and the Investment Guidelines, which may include any market and/or industry standard documentation; provided that the Sub-Adviser shall obtain the prior written consent of the Adviser before entering into any Trading Agreement where the Company is identified by name either in or on an exhibit to such Trading Agreement and that would be binding upon the Company or any of its assets. (e) Subject to the supervision of the Board and without limiting the generality of the foregoing, the Sub-Adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub-Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide. (f) The Sub-Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (cg) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized hereinherein or in any other agreement between the Sub-Adviser and the Company and/or the Adviser, shall have no authority to act for or represent the Corporation Company and/or the Adviser in any way or otherwise be deemed an agent of the CorporationCompany and/or the Adviser. (eh) The Sub-Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, Investment Company Act with respect to the CorporationCompany’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Sub-Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall will surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Sub-Adviser may retain a copy of such records. (i) The Sub-Adviser shall be primarily responsible for the execution of any trades in securities in the Allocated Assets and the Company’s allocation of brokerage commissions with respect thereto.

Duties of the Adviser. (a) The Corporation Company hereby retains the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board Board of directors Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 10, as amended from time to time (the “Registration Statement”), filed filings made with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), andincluding its registration statement on Form 10, to and the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SECInvestment Company Act, and in accordance with the investment objective, policies and restrictions set forth in the CorporationCompany’s private placement memorandum, as amended from time, relating reports to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, laterstockholders; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations, and the Company’s articles of amendment and restatement and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Corporation’s articles of amendment Investment Company Act and restatement (the “Charter”) applicable rules and amended and restated bylaws (the “Bylaws”), each as amended from time to timeregulations thereunder. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing due diligence on prospective portfolio companies)iii) monitor the Company’s investments; (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation Company will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriatesell; (v) perform due diligence on prospective portfolio companies; (vi) exercise voting rights in respect assist the Board with its valuation of portfolio securities and other investments for the CorporationCompany’s assets; and (vii) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time and (viii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire incur debt financing, the Adviser shall will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement retention as investment adviser and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The AdviserThis Agreement is intended to create, subject to the prior approval of the Board andand creates, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe contractual relationship for services to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid rendered by the Adviser acting in the ordinary course of its business and that is not intended to create, and does not create, a partnership, joint venture or any like relationship among the Adviser shall be as fully responsible to the Corporation for the acts and omissions of parties hereto (or any Sub-Adviser as it is for its own acts and omissionsother parties). Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (ed) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, Investment Company Act and the rules and regulations promulgated thereunder, thereunder with respect to the CorporationCompany’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall will surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Adviser may retain a copy of such records. (e) Subject to the prior approval by the Board and the stockholders of the Company to the extent required under the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.

Duties of the Adviser. The Fund employs the Adviser: (a) The Corporation hereby retains the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets assets; (b) to hire, and thereafter supervise the investment activities of, one or more sub-advisers deemed necessary to carry out the investment program of any Portfolios of the CorporationFund, pursuant to a written sub-advisory agreement and subject to approval by: (i) the Fund's Board of Directors; (ii) the vote of a majority of Directors, who are not parties to such sub-advisory agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval; and (iii) except as otherwise permitted under the terms of any exemptive relief obtained from the Securities and Exchange Commission (the "SEC"), or by rule or regulation, a majority of the outstanding voting securities of any affected Portfolio(s); 2 (c) to continuously review, supervise and (except where delegated to a sub-adviser) administer the investment program of the Portfolios; (d) to determine in its discretion (except where delegated to a sub-adviser) the securities to be purchased or sold; (e) to provide the administrator of the Fund (the "Administrator") and the Fund with records concerning the Adviser's activities which the Fund is required to maintain; and (f) to render regular reports to the Administrator and to the Fund's officers and Directors concerning the Adviser's discharge of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. The Adviser shall discharge the foregoing responsibilities subject to the supervision control of the Corporation’s board Board of directors (Directors of the “Board”)Fund and in compliance with such policies as the Directors may from time to time establish, for and in compliance with the period and upon the terms herein set forthobjectives, (i) in accordance with then-current investment objectivepolicies, policies and restrictions that are for each such Portfolio set forth in the Corporation’s registration Fund's prospectus and statement on Form 10of additional information, as amended from time to time (referred to collectively as the “Registration Statement”"Prospectus"), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules laws and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to time. Without limiting the generality of the foregoing, The Fund will furnish the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) with such other investment advisory, research, and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one with copies of all amendments or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible supplements to the Corporation for the acts Prospectus, if any. The Adviser accepts such employment and omissions of any Sub-Adviser as it is for agrees, at its own acts and omissions. Any sub-advisory agreement entered into by expense, to render the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services and to furnish, for the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) use of the 1940 ActFund, office space and all necessary office facilities, equipment and personnel (including any sub-advisers) for servicing the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property investments of the Corporation Fund, maintaining its organization and shall surrender promptly assisting in providing shareholder communications and information services and to permit any of its officers and employees to serve, without compensation, as Directors or officers of the Corporation any Fund if elected to such records upon the Corporation’s request, provided that the Adviser may retain a copy of such recordspositions.

Duties of the Adviser. (a) The Corporation hereby retains the Adviser to shall act as the investment adviser to the Corporation and Company to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board Board of directors Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the Corporation’s registration statement on Form 10, as amended from time to time (in the “Registration Statement”), filed Company’s filings made with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), andincluding its registration statement on Form 10, to and the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SECInvestment Company Act, and in accordance with the investment objective, policies and restrictions set forth in the CorporationCompany’s private placement memorandum, as amended from time, relating reports to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, laterstockholders; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations, and the Company’s articles of amendment and restatement and by-laws, as each shall be amended from time to time; and (iii) in accordance with the Corporation’s articles of amendment Investment Company Act and restatement (the “Charter”) applicable rules and amended and restated bylaws (the “Bylaws”), each as amended from time to timeregulations thereunder. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing due diligence on prospective portfolio companies)iii) monitor the Company’s investments; (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation Company will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriatesell; (v) perform due diligence on prospective portfolio companies; (vi) exercise voting rights in respect assist the Board with its valuation of portfolio securities and other investments for the CorporationCompany’s assets, including, if so designated by the Board, performing fair value determinations of the Company’s assets as the Board’s valuation designee; and (vii) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time and (viii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire incur debt financing, the Adviser shall will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement and agrees during the term hereof to act as investment adviser to the Company and to render the services described herein for the compensation provided herein. (c) The AdviserThis Agreement is intended to create, subject to the prior approval of the Board andand creates, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe contractual relationship for services to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid rendered by the Adviser acting in the ordinary course of its business and that is not intended to create, and does not create, a partnership, joint venture or any like relationship among the Adviser shall be as fully responsible to the Corporation for the acts and omissions of parties hereto (or any Sub-Adviser as it is for its own acts and omissionsother parties). Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (ed) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, Investment Company Act and the rules and regulations promulgated thereunder, thereunder with respect to the CorporationCompany’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall will surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Adviser may retain a copy of such records. (e) Subject to the prior approval by the Board and the stockholders of the Company to the extent required under the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.

Duties of the Adviser. (a) The Corporation Company hereby retains employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board Board of directors Directors of the Company, (the “Board”), ) for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement Registration Statement on Form 10N-2, as filed with the Securities and Exchange Commission on October 16, 2007, and as amended from time to time (as amended, the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) during the term of this Agreement in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws; and (iii) in accordance with the Corporation’s articles of amendment and restatement (Investment Company Act, subsequent to the “Charter”) and amended and restated bylaws (time the “Bylaws”), each as amended from time to timeCompany becomes a BDC. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (i) formulate and implement the Corporation’s investment program; (iiA) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiB) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (ivC) execute, close, monitor and service and monitor the CorporationCompany’s investments, including the exercise of any rights in its capacity as a lender; (vD) determine the securities and other assets that the Corporation will originate, Company shall purchase, retain, or sell and dispose of such securities and other assets, as appropriatesell; (viE) exercise voting rights in respect of perform due diligence on prospective portfolio securities and other investments for the Corporationcompanies; and (viiF) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser shall arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Company’s Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject Adviser is hereby authorized to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Company, however, that subject to the oversight of the Adviser and the Company. The Adviser and not the Company shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act and other applicable federal and state law. (d) The Adviser shall shall, for all purposes herein provided provided, be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (e) The Subject to review by and the overall control of the Board of the Company, the Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the CorporationCompany’s portfolio transactions and shall render to the Company’s Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation Company hereby retains employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board Board of directors Directors of the Company (the “Board”), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with then-current force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) any other applicable provision of law; (iii) the provisions of the Certificate of Formation and the limited liability company agreement of the Company, as such documents are amended from time to time; (iv) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the New Mountain Finance Corporation’s registration statement (“New Mountain Finance”) Registration Statement on Form 10N-2, as amended from time to time dated (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case they may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as be amended from time to timetime by the Board upon written notice to the Adviser; and (v) any other policies and determinations of the Board provided in writing to the Adviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing due diligence on prospective portfolio companies)iii) execute, monitor and service the Company’s investments; (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation Company will originate, purchase, retain, or sell sell; (v) perform due diligence on prospective portfolio companies; (vi) vote, exercise consents and dispose of exercise all other rights appertaining to such securities and other assets, as appropriate; (vi) exercise voting rights in respect assets on behalf of portfolio securities and other investments for the CorporationCompany; and (vii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser shall will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (ed) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, Investment Company Act with respect to the CorporationCompany’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall will surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation hereby retains employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation’s board of directors (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the Corporation’s registration statement Registration Statement on Form 10N-2, as amended from time to time (the “Registration Statement”), filed with the Securities and Exchange Commission on ____________, 2007, and as amended on ____________, (such Registration Statement at the time it was declared effective on ___________, the “SECRegistration Statement”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) during the term of this Agreement in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws; and (iii) in accordance with the Corporation’s articles of amendment and restatement (Investment Company Act, subsequent to the “Charter”) and amended and restated bylaws (time the “Bylaws”), each as amended from time to timeCorporation becomes a BDC. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (iiA) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iiiB) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (ivC) execute, close, monitor and service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (vD) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriatesell; (viE) exercise voting rights in respect of perform due diligence on prospective portfolio securities and other investments for the Corporationcompanies; and (viiF) provide the Corporation (and its subsidiaries) with such other investment advisory, research, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCorporation. In the event that the Corporation determines to acquire debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf Corporation’s Board of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act)Directors. (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject Adviser is hereby authorized to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Corporation, however, that subject to the oversight of the Adviser and the Corporation. The Adviser and not the Corporation shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act and other applicable federal and state law. (d) The Adviser shall shall, for all purposes herein provided provided, be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Subject to review by and the overall control of the Board of Directors of the Corporation, the Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall will surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation hereby retains the Adviser shall continue to act as the investment adviser have responsibility for all services to be provided to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Corporation’s board of directors (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current investment objective, policies and restrictions that are set forth Funds as defined in the Corporation’s registration statement on Form 10, as amended from time to time (Advisory Agreement and shall oversee and review the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) with such other investment advisory, research, and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the ’s performance of its duties under this Agreement; provided, however, that in connection with its management of the compensation assets of any the Funds, nothing herein shall be construed to relieve the Sub-Adviser shall be paid by of responsibility for compliance with the Adviser Registration Statement of the Funds, the written instructions and that directions of the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with Board, the requirements of the 1940 Act Act, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal laws and state lawregulations, as each is amended from time to time. (db) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent has furnished the Corporation in any way or otherwise be deemed an agent Sub-Adviser with copies of each of the Corporation.following documents: (e1) The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”); 2) Amended and Restated By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); 3) Registration Statement of the Funds, as amended from time to time; 4) Resolutions of the Board approving the engagement of the Sub-Adviser shall keep as a sub-adviser to the Funds; 5) Resolutions and preserve for the period required policies and procedures adopted by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, Board with respect to the Corporation’s portfolio transactions and shall render assets of the Funds to the Board extent such periodic resolutions, policies and special reports procedures may affect the duties of the Sub-Adviser hereunder; 6) A list of the Trust’s principal underwriter and each affiliated person of the Adviser, the Trust or the principal underwriter; and 7) The terms and conditions of exemptive and no-action relief granted to the Trust, as the Board may reasonably requestamended from time to time. The Adviser agrees that shall promptly furnish the Sub-Adviser from time to time with copies of all records that it maintains for amendments of or supplements to the Corporation are foregoing. Until so provided, the property Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Corporation and shall surrender promptly Funds to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Corporation any such records upon Adviser in writing specifically for use in the CorporationFund’s requestRegistration Statement, provided that as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (i) as required by applicable law, rule or regulation, in the Registration Statement of the Funds or in Fund shareholder reports or proxy statements; or (ii) as may be otherwise specifically approved in writing by the Sub-Adviser may retain a copy of such recordsprior to use.

Duties of the Adviser. (a) The Corporation Company hereby retains employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board Board of directors Directors of the Company (the “Board”), for the period and upon the terms herein set forth, in accordance with (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 10N-2 (File No. 333-228959) initially filed on December 21, 2018 (and as the same shall be amended from time to time (time, the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timeInvestment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing due diligence on prospective portfolio companies)iii) close and monitor the Company’s investments; (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation Company will originate, purchase, retain, or sell and dispose sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of such shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other assets, as appropriateevidences of indebtedness; (vi) exercise voting rights in respect of perform due diligence on prospective portfolio securities and other investments for the Corporationcompanies; and (vii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser shall will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject Adviser is hereby authorized to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Without limiting the performance generality of this Agreement; providedthe foregoing, howeverthe Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, that and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized hereinherein or in any other agreement between the Company and the Adviser, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (e) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, Investment Company Act with respect to the CorporationCompany’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall will surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Adviser may retain a copy of such records. (f) The Adviser shall be primarily responsible for the execution of any trades in securities in the Company’s portfolio and the Company’s allocation of brokerage commissions.

Duties of the Adviser. (a) The Corporation Company hereby retains employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board Board of directors Directors of the Company (the “Board”), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with then-current force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if applicable; (iii) any other applicable provision of law; (iv) the provisions of the Articles of Incorporation (the “Charter”) and the Bylaws of the Company, each as amended and/or restated from time to time; (v) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the CorporationCompany’s registration statement Registration Statement on Form 10, as amended from time to time (the “Registration Statement”), first filed with the Securities and Exchange Commission (the “SEC”)) on November 22, and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock 2019 (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “BylawsRegistration Statement”), each as they may be amended from time to timetime by the Board upon written notice to the Adviser; and (vi) any other policies and determinations of the Board provided in writing to the Adviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing due diligence on prospective portfolio companies)iii) execute, monitor and service the Company’s investments; (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation Company will originate, purchase, retain, or sell sell; (v) perform due diligence on prospective portfolio companies; (vi) vote, exercise consents and dispose of exercise all other rights appertaining to such securities and other assets, as appropriate; (vi) exercise voting rights in respect assets on behalf of portfolio securities and other investments for the CorporationCompany; and (vii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser shall will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (ed) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, Investment Company Act with respect to the CorporationCompany’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall will surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation Company hereby retains employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board Board of directors Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 1010 (File No. 000-54245) initially filed on January 14, 2011 (and as the same shall be amended from time to time (time, the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, prior to the extent subsequent to the effective date filing of the Company’s Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, latermemorandum dated [DATE]; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timeInvestment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing due diligence on prospective portfolio companies)iii) close and monitor the Company’s investments; (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation Company will originate, purchase, retain, or sell and dispose sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of such shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other assets, as appropriateevidences of indebtedness; (vi) exercise voting rights in respect of perform due diligence on prospective portfolio securities and other investments for the Corporationcompanies; and (vii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser shall will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject Adviser is hereby authorized to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Company, however, that subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (e) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, Investment Company Act with respect to the CorporationCompany’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall will surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Adviser may retain a copy of such records. (f) The Adviser shall be primarily responsible for the execution of any trades in securities in the Company’s portfolio and the Company’s allocation of brokerage commissions.

Duties of the Adviser. (a) The Corporation Company hereby retains the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board Board of directors Directors of the Company (the “Board”), for the period and upon the terms herein set forth, forth (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 10under the Securities Exchange Act of 1934, as amended from time to time (the “Registration StatementExchange Act”), on Form 10 initially filed by the Company with the Securities and Exchange Commission (the “SEC”), and, to ) on [ __,] 2015 (as the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as same shall be amended from time to time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies ); and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; , and (iii) in accordance with the CorporationCompany’s articles certificate of amendment incorporation and restatement (bylaws as the “Charter”) and amended and restated bylaws (the “Bylaws”), each as same shall be amended from time to time. . (b) Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing due diligence on prospective portfolio companies)iii) monitor the Company’s investments; (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, Company shall purchase, retain, or sell and dispose of such securities and other assets, as appropriatesell; (v) perform due diligence on prospective portfolio companies; (vi) exercise voting rights in respect assist the Board with its valuation of the Company’s portfolio securities and other investments for the Corporationcompanies; and (vii) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time and (viii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser shall arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create create, or arrange for the creation of of, such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act)vehicle. (bc) The Adviser hereby accepts such engagement retention as investment adviser and agrees during the term hereof to render the services described herein for the compensation provided herein. (cd) The AdviserThis Agreement is intended to create, subject to the prior approval of the Board andand creates, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe contractual relationship for services to be particularly fitted to assist it rendered by the Investment Adviser acting in the performance ordinary course of this Agreement; providedits business and is not intended to create, howeverand does not create, that a partnership, joint venture or any like relationship among the compensation of parties hereto (or any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsother parties). Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (e) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, Investment Company Act with respect to the CorporationCompany’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company, and it shall surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Adviser may retain a copy of such records. (f) Subject to approval by the Board and the shareholders of the Company to the extent required under the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.

Duties of the Adviser. (a) The Corporation Company hereby retains employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board of directors (the “Board”), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with then-current force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), if applicable; (iii) any other applicable provision of law; (iv) the provisions of the Articles of Incorporation (the "Charter") and the Bylaws of the Company, each as amended and/or restated from time to time; (v) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the Corporation’s registration statement Company's Registration Statement on Form 10, as amended from time to time (the “Registration Statement”), first filed with the Securities and Exchange Commission (the “"SEC”") on November 22, 2019 and amended on January 15, 2020 (the "Registration Statement"), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case they may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as be amended from time to timetime by the Board upon written notice to the Adviser; and (vi) any other policies and determinations of the Board provided in writing to the Adviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing due diligence on prospective portfolio companies)iii) execute, monitor and service the Company's investments; (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation Company will originate, purchase, retain, or sell sell; (v) perform due diligence on prospective portfolio companies; (vi) vote, exercise consents and dispose of exercise all other rights appertaining to such securities and other assets, as appropriate; (vi) exercise voting rights in respect assets on behalf of portfolio securities and other investments for the CorporationCompany; and (vii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the Corporation’s Company's investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser shall will arrange for such financing on the Corporation’s Company's behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (ed) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, Investment Company Act with respect to the Corporation’s Company's portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall will surrender promptly to the Corporation Company any such records upon the Corporation’s Company's request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation Company hereby retains employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board Board of directors Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 10N-2 (File No. 333-148734) initially filed on January 18, 2008 (as the same shall be amended from time to time (time, the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timeInvestment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing due diligence on prospective portfolio companies)iii) close and monitor the Company’s investments; (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation Company will originate, purchase, retain, or sell sell; (v) perform due diligence on prospective portfolio companies; and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser shall will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject Adviser is hereby authorized to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Company, however, that subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (e) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(aSection (a) of the 1940 Act, and the rules and regulations promulgated thereunder, Investment Company Act with respect to the CorporationCompany’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall will surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation Company hereby retains employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board Board of directors Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with then-current the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 10, N-2 (as amended from time to time (time, the “Registration Statement”), ) filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (iiy) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; , and (iii) in accordance with the CorporationCompany’s articles of amendment and restatement charter as may be amended from time to time (the “Charter”) and amended and restated bylaws (by-laws as the “Bylaws”), each as same shall be amended from time to time; and (z) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) formulate and implement the Corporation’s investment program; (ii) determine the composition and allocation of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iviii) execute, close, service and monitor the CorporationCompany’s investments, including the exercise of any rights in its capacity as a lender; (viv) determine the securities securities, loans and other assets that the Corporation Company will originate, purchase, retain, or sell and dispose sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of such securities shares, securities, loans or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include notes and other assets, evidences of indebtedness (whether or not such investment are securities as appropriatedefined under the Securities Act); (vi) exercise voting rights in respect of perform due diligence on prospective portfolio securities and other investments for the Corporationcompanies; and (vii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser shall will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (ed) The Subject to review by, and the overall control of, the Board, the Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, Investment Company Act with respect to the CorporationCompany’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably requestrequest or as may be required under applicable federal and state law, and shall make such records available for inspection by the Board and its authorized agents, at any time and from time to time during normal business hours. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall will surrender promptly to the Corporation Company any such records upon the CorporationCompany’s requestrequest and termination of this Agreement pursuant to Section 10, provided that the Adviser may retain a copy of such records. e) The Adviser shall be primarily responsible for the execution of any trades in securities or loans in the Company’s portfolio and the Company’s allocation of brokerage commissions. f) The Adviser shall, upon request by an official or agency administering the securities laws of a state (a “State Administrator”), submit to such State Administrator the reports and statements required to be distributed to the Company’s stockholders pursuant to this Agreement, any registration statement filed with the SEC and applicable federal and state law. g) The Adviser has a fiduciary responsibility and duty to the Company and the Company’s stockholders for the safekeeping and use of all the funds and assets of the Company, whether or not in the Adviser’s immediate possession or control. The Adviser shall not employ, or permit another to employ, such funds or assets except for the exclusive benefit of the Company. The Adviser shall not, by entry into an agreement with any stockholder of the Company or otherwise, contract away the fiduciary obligation owed to the Company and the Company’s stockholders under common law.

Duties of the Adviser. (a) The Corporation hereby retains the Adviser to act Adviser, in its capacity as the investment adviser to the Corporation and to manage the investment and reinvestment manager of the assets and the day-to-day operations of the CorporationCompany, at all times will be subject to the supervision of the CorporationCompany’s board Board of directors (Directors and will have only such functions and authority as the “Board”)Company may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Adviser hereby. The Adviser will be responsible for the period day-to-day operations of the Company and upon will perform (or cause to be performed through one or more of its Affiliates or subsidiaries) such services and activities relating to the terms herein set forthassets and operations of the Company as may be appropriate, including, without limitation: (a) serve as the Company’s investment and financial advisor; (b) vote on behalf of the Company all equity securities of the Operating Partnership and any other equity securities owned, directly or indirectly, by the Company; (c) provide the daily management for the Company and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company, including the administrative services described on Exhibit A to this Agreement; (d) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Adviser deems necessary to the proper performance of its obligations hereunder, including, but not limited to, consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing, including Affiliates of the Adviser, and Persons acting in any other capacity deemed by the Adviser necessary or desirable for the performance of any of the foregoing services, including, but not limited to, entering into contracts in the name of the Company with any of the foregoing; (e) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s (including, as it relates to any of its subsidiaries) financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company (including, as it relates to any of its subsidiaries) and in connection with any borrowings proposed to be undertaken by the Company and its subsidiaries; (f) subject to the provisions of Section 4 hereof, (i) participate in accordance formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made, (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company in compliance with then-current the investment objectiveobjectives and policies of the Company, policies (v) negotiate the terms of and restrictions arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments, (vi) negotiate and enter into leases and service contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets, (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio, (viii) select Joint Venture partners, structure and negotiate corresponding agreements and oversee and monitor these relationships, (ix) engage, oversee, supervise and evaluate property managers who perform services for the Company, (x) engage, oversee, supervise and evaluate Persons with whom the Adviser contracts to perform certain of the services required to be performed under this Agreement, (xi) manage accounting and other record keeping functions for the Company, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company, and if requested, its subsidiaries, and (xii) recommend various liquidity events to the Board when appropriate; (g) upon request, provide the Board with periodic reports regarding prospective Investments that are actively being considered by the investment committee of the Operating Partnership (the “Investment Committee”) or by the Adviser; (h) negotiate the terms of and make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Board; (i) within the discretionary limits and authority as granted by the Board, negotiate on behalf of the Company with banks or other lenders for Loans to be made to or guaranteed by the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares or obtain Loans for the Company, but in no event in such a manner so that the Adviser shall be acting as broker-dealer or underwriter; provided, further, that any fees and costs payable to third parties incurred by the Adviser in connection with the foregoing shall be the responsibility of the Company or, in the case of any guarantee of any obligations of the Operating Partnership, the Operating Partnership; (j) at least monthly, and at any other time reasonably requested by the Board, obtain reports (which may, but are not required to, be prepared by the Adviser or its Affiliates), where appropriate, concerning the value of Investments or contemplated Investments of the Company or the Investment Committee of the Operating Partnership; (k) at least quarterly, and at any other time reasonably requested by the Board, make reports to the Board of its performance of services to the Company under this Agreement (including reports with respect to potential conflicts of interest involving the Adviser or any of its Affiliates), the composition and characteristics of the Company’s portfolio, and compliance with the Company’s investment guidelines and other policies approved from time to time by the Board; (l) provide the Company with all necessary cash management services; (m) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the Investments in any Real Estate Assets as may be required to be obtained by the Board or the Investment Committee of the Operating Partnership; (n) notify the Board of all proposed transactions outside of the Adviser’s delegated authority before they are completed and obtain Board approval of same; (o) negotiate and effect any interests in Investments as may be approved by the Board; (p) perform investor-relations and Stockholder communications functions for the Company; (q) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein; (r) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the SEC, the Internal Revenue Service and other regulatory agencies, to the extent applicable; (s) advise the Company regarding the maintenance of the Company’s qualification as a REIT and monitor the Company’s compliance with the various REIT qualification requirements and other rules set forth in the Corporation’s registration statement on Form 10Code and any applicable treasury regulations promulgated under the Code, as amended from time to time time, and use its commercially reasonable efforts to cause the Company to qualify as a REIT and maintain its qualification as a REIT for U.S. federal income tax purposes; (t) advise the “Registration Statement”Company regarding the maintenance of its exemptions from the status of an investment company required to register under the 1940 Act, and monitor compliance with the requirements for maintaining such exemptions and using commercially reasonable efforts to cause it to maintain such exemptions from such status; (u) assist the Company in qualifying to do business in all applicable jurisdictions in which the Company or its subsidiaries do business, and ensure that the Company and its subsidiaries obtain and maintain all applicable licenses; (v) assist the Company in complying with all regulatory requirements applicable to them with respect to their business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Exchange Act or the Securities Act; (w) if requested by the Company, provide, or cause another qualified third party to provide, such internal audit, compliance and control services as may be required for the Company and its subsidiaries to comply with applicable law (including the Securities Act and the Exchange Act), filed with the Securities and Exchange Commission regulation (the “SEC”including SEC regulations), and as otherwise requested by the Board; (x) handle and resolve on behalf of the Company and, if requested, its subsidiaries all routine claims, disputes or controversies, including all routine litigation, arbitration, settlement or other proceedings or negotiations, in which the Company or its subsidiaries may be involved or to which they may become subject, subject to such limitations or parameters as may be imposed from time to time by the extent subsequent to the effective date Board; (y) perform and do all things necessary on behalf of the Registration StatementCompany in its role as the tax matter partner of the Operating Partnership; (z) elect to and exercise any call or similar rights that are in favor of the Company or its subsidiaries, any periodic report filed with including the SEC, and in accordance with the investment objective, policies and restrictions call rights set forth in the Corporation’s private placement memorandum, as amended from time, relating Side Letter; (aa) designate the member of the Investment Committee of the Operating Partnership that the Company is entitled to appoint pursuant to the Corporation’s private offering terms of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or preparedAgreement of Limited Partnership of the Operating Partnership, as the case may be, later; (ii) same is in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended effect from time to time; (bb) do all things necessary to assure its ability to render the services described in this Agreement; and (cc) use commercially reasonable efforts to cause the Company and its subsidiaries to comply with all applicable laws. Without limiting the generality of Notwithstanding the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition may delegate any of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of foregoing duties to any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) with such other investment advisory, research, and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) Person so long as the Adviser may believe to be particularly fitted to assist it in remains responsible for the performance of the duties set forth in this AgreementSection 3; provided, however, that the compensation of any Sub-Adviser shall be paid delegation by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into of the foregoing duties to another Person shall not result in an increased Advisory Fee or additional expenses payable by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state lawCompany hereunder. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation hereby retains Trust employs the Adviser to act as the investment adviser to the Corporation and generally to manage the investment and reinvestment of the assets of the CorporationFunds. In so doing, the Adviser may hire one or more sub-advisers for each Fund to carry out the investment program of the Fund(s) (subject to the supervision approval of the Corporation’s board Trust's Board of directors (the “Board”)Trustees and, for the period and upon except as otherwise permitted under the terms herein set forthof any exemptive relief obtained by the Adviser from the U.S. Securities and Exchange Commission, or by rule or regulation, a majority of the outstanding voting securities of any affected Fund(s)). To the extent that the Adviser does hire any sub-adviser, it will thereafter continuously review, supervise and (iwhere appropriate) administer the investment program of the Fund(s). (b) The Adviser will provide, or direct any sub-adviser to provide, to the Trust's administrator and the Trust records concerning the Adviser's and sub-adviser(s)' activities which the Trust is required to maintain, and to render regular reports to the Trust's administrator and to the Trust's officers and Trustees concerning the Adviser's and sub-adviser(s)' performance of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. (c) The Adviser shall discharge the foregoing responsibilities subject to the control of the Board of Trustees of the Trust and in accordance compliance with then-current investment objectivesuch policies as the Trustees may from time to time establish, policies and restrictions that are in compliance with the objectives, policies, and limitations for each such Fund set forth in the Corporation’s registration Trust's prospectus and statement on Form 10of additional information, as amended from time to time (referred to collectively as the “Registration Statement”"Prospectus"), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules laws and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to time. Without limiting the generality of the foregoing, The Trust will furnish the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) with such other investment advisory, research, and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one with copies of all amendments or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible supplements to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state lawProspectus, if any. (d) The Adviser shall accepts such employment and agrees, at its own expense, to render the services and to provide the office space, furnishings and equipment and the personnel (excluding the Sub-Advisory Fees for all purposes herein provided be deemed any sub-advisers) required by it to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent perform the Corporation in any way or otherwise be deemed an agent of services on the Corporation. (e) The Adviser shall keep terms and preserve for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably requestcompensation provided herein. The Adviser agrees that all records that it maintains will not, however, pay for the Corporation are cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such recordsTrust.

Duties of the Adviser. (a) The Corporation hereby retains employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation’s board of directors (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the Corporation’s registration statement Registration Statement on Form 10N-2, dated April , 2006, as the same shall be amended from time to time (as amended, the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Investment Company Act, subsequent to the Advisers Act time that the Corporation becomes a business development company, and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations; , and (iii) in accordance with the Corporation’s articles of amendment charter and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timeby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iviii) execute, close, monitor and service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; ’s (viv) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporationsell; and (viiv) provide the Corporation (and its subsidiaries) with such other investment advisory, research, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCorporation. In the event that the Corporation determines to acquire debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf Corporation’s Board of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act)Directors. (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject Adviser is hereby authorized to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Corporation, howeversubject to the oversight of the Adviser and the Corporation. The Adviser or BDC Partners, that LLC, the managing member of the Adviser, and not the Corporation, shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act and other applicable federal and state lawlaws. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall will surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation Company hereby retains employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board Board of directors Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 1010 (File No. 333-XXXXXX) initially filed on _______, 2011 (and as the same shall be amended from time to time (time, the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, prior to the extent subsequent to the effective date filing of the Company’s Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, latermemorandum dated [DATE]; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timeInvestment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing due diligence on prospective portfolio companies)iii) close and monitor the Company’s investments; (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation Company will originate, purchase, retain, or sell and dispose sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of such shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other assets, as appropriateevidences of indebtedness; (vi) exercise voting rights in respect of perform due diligence on prospective portfolio securities and other investments for the Corporationcompanies; and (vii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser shall will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject Adviser is hereby authorized to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Company, however, that subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (e) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, Investment Company Act with respect to the CorporationCompany’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall will surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Adviser may retain a copy of such records. (f) The Adviser shall be primarily responsible for the execution of any trades in securities in the Company’s portfolio and the Company’s allocation of brokerage commissions.

Duties of the Adviser. (a) The Corporation hereby Company retains the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board Board of directors Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 10N-2 (File No. 333-194516) initially filed on March 12, 2014 (as the same shall be amended from time to time (the “Registration Statement”time), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Investment Company Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; , and (iii) in accordance with the CorporationCompany’s articles of amendment charter and restatement (by-laws as the “Charter”) and amended and restated bylaws (the “Bylaws”), each as same shall be amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) formulate and implement the Corporation’s investment program; (ii) determine the composition and allocation of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; ; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing due diligence on prospective portfolio companies); (iviii) execute, close, monitor and service and monitor the CorporationCompany’s investments, including the exercise of any rights in its capacity as a lender; ; (viv) determine the securities and other assets that the Corporation Company will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriatesell; (v) perform due diligence on prospective portfolio companies; and (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its fundsassets. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire debt financing or thereafter to refinance existing debt financing, the Adviser shall will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject . Subject to the prior approval requirements of the Board andInvestment Company Act, the Adviser is authorized, but not required, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition, retention or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Company, howeversubject in all cases to the oversight of the Adviser and the Company. The Adviser, that and not the Company, shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act, the Investment Advisers Act and other applicable federal and state law. (dc) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (ed) The Adviser shall keep and preserve for the period and in the manner required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation and Company, shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, Investment Company Act with respect to the CorporationCompany’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall will surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation hereby retains employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation’s board of directors (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the Corporation’s registration statement on Form 10Registration Statement, as the same may be amended from time to time (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SECtime, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; , and (iii) in accordance with the Corporation’s articles of amendment charter and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timeby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iviii) execute, close, service close and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (viv) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriatesell; (viv) exercise voting rights in respect of perform due diligence on prospective portfolio securities and other investments for the Corporationcompanies; and (viivi) provide the Corporation (and its subsidiaries) with such other investment advisory, research, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCorporation. In the event that the Corporation determines to acquire debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the BoardCorporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act)vehicle. (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject Adviser is hereby authorized to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance of this Agreement; provided, however, that the compensation of any Adviser may retain a Sub-Adviser shall be paid by to recommend specific securities or other investments based upon the Corporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Corporation, subject to the oversight of the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state lawCorporation. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve preserve, in the manner and for the period required by that would be applicable to investment companies registered under the 1940 Investment Company Act of 1940, any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall will surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation hereby retains Adviser, at its expense, will furnish continuously an investment program for the Adviser to act as the investment adviser Fund, will determine, subject to the Corporation overall supervision and to manage review of the investment Board of Directors of the Fund (the “Directors”), what investments shall be purchased, held, sold or exchanged by the Fund and reinvestment what portion, if any, of the assets of the CorporationFund will be held uninvested, subject and shall, on behalf of the Fund, make changes in the investments of the Fund, in each case consistent with the Fund’s investment objectives, policies, and restrictions as stated in the Fund’s current Prospectus and Statement of Additional Information (collectively, the “Offering Documents”). Subject always to the supervision of the CorporationDirectors and to the provisions of the Fund’s board of directors (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current investment objective, policies and restrictions that are set forth in the Corporation’s registration statement on Form 10Limited Liability Company Agreement, as the same may be amended from time to time (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “MemorandumLLC Agreement”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with of the 1940 Act, the Advisers Act Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto. b) In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters: i) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund; ii) to do any and all acts and exercise all rights with respect to the Fund’s interest in any person, firm, corporation, partnership or other applicable federal and state lawsentity, rules and regulations; and including, without limitation, voting interests of the Portfolio Funds (as defined in the Offering Documents); iii) in accordance to enter into agreements with the CorporationPortfolio Funds irrevocably to forego the Fund’s articles right to vote its interests or shares of amendment the Portfolio Funds; iv) to enter into agreements with the Portfolio Funds that provide for, among other things, the indemnification by the Fund of the Portfolio Funds and restatement the portfolio managers of such Portfolio Funds, and to terminate such agreements; v) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Adviser considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(d); vi) to borrow from banks or other financial institutions and to pledge the Fund’s assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund’s investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund’s investors (the “CharterInvestors”) with respect to repurchases of interests in the Fund (the “Interests”) and amended the payment of the Fund’s expenses; vii) to call and restated bylaws conduct meetings of Investors at the Fund’s principal office or elsewhere as it may determine and to assist the Directors of the Fund in calling and conducting meetings of the Directors; viii) to engage and terminate such attorneys, accountants and other professional advisors and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Directors; ix) to engage and terminate the services of persons (other than sub-advisers, the engagement of which shall be subject to Paragraph 2(d)) to assist the Adviser in providing, or to provide under the Adviser’s control and supervision, advice and management to the Fund at the expense of the Adviser; x) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund; xi) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any Investor or other person; xii) to obtain, on a quarterly basis, the net asset value of each Portfolio Fund and a copy of each Portfolio Fund’s most recent financial report, and to report thereon to the Directors; xiii) to (A) prepare Investor communications, including performance reports and investment commentary, and (B) provide data for financial and other reporting purposes; and xiv) to support Fund Investor services and review the activities of third-party service providers. c) It is anticipated that the Fund will be structured as a “master-feeder” structure, whereby the Fund will invest substantially all of its assets in the SCS Hedged Opportunities Master Fund, LLC, a Delaware limited liability company (the “BylawsMaster Fund”). Accordingly, each the Adviser will carry out its duties with respect to the Fund’s investment program by (i) causing the Fund to invest substantially all of its assets in the Master Fund and (ii) furnishing an investment program, as amended from time set forth in Section 2(a) above, primarily with respect to timethe Master Fund. d) In carrying out its responsibilities hereunder, the Adviser may employ, retain or otherwise avail itself of the services of other persons or entities including, without limitation, affiliates of the Adviser, on such terms as the Adviser shall determine to be necessary, desirable or appropriate. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions requirements of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition Section 15 of the 1940 Act, the Adviser may retain one or more sub-advisers to manage all or a portion of the investment portfolio of the CorporationFund, at the nature Adviser’s own cost and timing expense. Retention of one or more sub-advisers, or the employment or retention of other persons or entities to perform services, shall in no way reduce the responsibilities or obligations of the changes therein Adviser under this Agreement and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) with such other investment advisory, research, and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have be responsible for all acts and omissions of such sub-advisers, or other persons or entities, in connection with the power and authority on behalf performance of the Corporation Adviser’s duties hereunder. e) The Adviser, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale execute portfolio transactions on behalf of the Corporation Fund, and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange may pay to those brokers in return for such financing on the Corporation’s behalfbrokerage and research services a higher commission than may be charged by other brokers, subject to the oversight and approval Adviser’s good faith determination that such commission is reasonable in terms either of the Board. If it is necessary for particular transaction or of the overall responsibility of the Adviser to make investments the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Corporation through Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a subsidiary of manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange results obtained for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act)Fund. (b) The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein. (cf) The Adviser, subject and any affiliates thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered hereunder are not impaired. g) The Adviser shall provide, without cost to the prior approval Fund, all necessary office space and the services of executive personnel for administering the affairs of the Fund, excepting those services to be provided by the Fund’s administrator pursuant to an administration agreement with such entity. h) The Fund shall bear the expenses of its operations, other than expenses specifically assumed by the Adviser and other service providers pursuant to their agreements with the Fund. Expenses to be borne by the Fund will include, but are not limited to, the following: i) all costs and expenses of the Fund’s initial offering and organization; ii) all investment-related expenses (including, but not limited to, fees paid directly or indirectly to Portfolio Funds, investment-related interest expenses, all costs and expenses directly related to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in Portfolio Funds, all costs and expenses associated with retaining independent third parties to provide risk management services to the Fund, transfer taxes and premiums and taxes withheld on foreign dividends); iii) all costs and expenses directly related to portfolio transactions and positions for the Fund’s account, including, but not limited to, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold short but not yet purchased, custodial fees, shareholder servicing fees, margin fees, transfer taxes and premiums and taxes withheld on foreign dividends, and expenses from investments in Portfolio Funds; iv) all non-investment related interest expenses; v) all the fees and disbursements of any attorneys, accountants, auditors and other consultants and professionals engaged on behalf of the Fund; vi) all entity-level taxes; vii) all audit and tax preparation fees and expenses; viii) all costs and expenses associated with the ongoing operation and registration of the Fund, regulatory filings and the costs of compliance with any applicable Federal or state laws; ix) the costs and expenses of holding any meetings of any Investors that are regularly scheduled, permitted or required to be held under the terms of the Fund’s LLC Agreement, the 1940 Act or other applicable law; x) all fees and travel-related expenses of the Board andwho are not employees of the Adviser or any affiliate of the Adviser; xi) a portion of the costs, as determined by the Directors of the Fund, of a fidelity bond and any liability or other insurance obtained on behalf of the Fund, the Adviser or the Fund’s respective officers and Directors; xii) all costs and expenses of preparing, setting in type, printing and distributing reports and other communications to Investors; xiii) all expenses of computing the Fund’s net asset value, including any equipment or services obtained for the purpose of valuing the Fund’s investment portfolio, including appraisal and valuation services provided by third parties; xiv) all charges for equipment or services used for communications between the Fund and any custodian, or other agent engaged by the Fund; xv) the fees and expenses of custodians, escrow agents, administrators, investor servicing agents, transfer agents and other persons providing administrative services to the extent requiredFund; xvi) all extraordinary expenses; and xvii) other expenses not specifically assumed by the Adviser and other service providers pursuant to their agreements with the Fund, the Members, including such other types as may be approved from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as by the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Fund’s Directors. The Adviser shall be entitled to reimbursement from the Fund for any of the above expenses paid by the Adviser and that the Adviser shall be as fully responsible from time to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements time on behalf of the 1940 Act and other applicable federal and state lawFund. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 11 of this Agreement, the Adviser, at its own expense, shall render the following services to the Fund: (a) The Corporation hereby retains the Adviser shall assume all investment duties and have full discretionary power and authority with respect to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Corporation’s board of directors (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current investment objective, policies and restrictions that are set forth in the Corporation’s registration statement on Form 10, as amended from time to time (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timeFund. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject with respect to the provisions assets of this Agreement, the Fund: (i) formulate obtain and implement evaluate such information and advice relating to the Corporation’s investment programeconomy, securities markets, and securities and other investments as it deems necessary or useful to discharge its duties hereunder; (ii) determine continuously invest Fund assets in a manner reasonably consistent with the composition of directions and policies set from time to time by the portfolio of the CorporationBoard and any amendments thereto (“Board Policies”), the nature and timing of Organizational Documents, the changes therein Offering Documents, the Procedures (the Board Policies, the Organizational Documents, the Offering Documents, and the manner of implementing such changesProcedures, collectively, the “Governing Documents”), and any other written guidelines or restrictions agreed to in writing by the Fund and the Adviser that are not inconsistent with the Governing Documents (the “Adviser Guidelines”), each as promptly provided to the Adviser by the Fund; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that investments to be purchased, sold or otherwise disposed of and the Corporation will originate, purchase, retain, or sell and dispose timing of such purchases, sales and dispositions; (iv) consistent with the disclosure in the Offering Documents, invest all or a portion of the Fund’s assets in unregistered investment funds (“Investment Funds”); (v) to the extent applicable, vote all proxies for securities and exercise all other assets, as appropriatevoting rights with respect to such securities in accordance with such proxy voting policies and procedures approved by the Board; (vi) exercise voting rights in respect promptly issue settlement instructions to custodians designated by the Fund, where applicable; (vii) evaluate the credit worthiness of portfolio securities dealers, banks and other investments for entities with which the CorporationFund may engage in repurchase agreements and monitor the status of such agreements, where applicable; and (viiviii) provide take such further action, including, to the Corporation (extent applicable, the placing of purchase and its subsidiaries) with sale orders, selecting broker-dealers to execute, clear or settle such other investment advisoryorders on behalf of the Fund, researchopening, maintaining and closing trading accounts in the name of the Fund, and related services executing for the Fund, as its agent and attorney-in-fact, standard dealer or institutional customer agreements with broker-dealers, each as the Corporation mayAdviser shall deem necessary or appropriate, from time in its sole discretion, to time, reasonably require for the investment of carry out its fundsduties under this Agreement. Subject to the supervision of the Board, the Adviser shall have the power full discretion and authority on behalf to enter into agreements with the Investment Funds to irrevocably forego the Fund’s right to vote its interests or shares of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale Investment Funds. (b) In effecting transactions on behalf of the Corporation and its subsidiaries from time Fund, to timethe extent that the Adviser uses a broker-dealer to effect a transaction, the Adviser’s primary consideration shall be to seek best execution, where applicable. In the event that the Corporation determines selecting broker-dealers to acquire debt financingexecute transactions (where applicable), the Adviser shall arrange for such financing on may take the Corporation’s behalffollowing, subject to among other things, into consideration: the oversight best net price available; the reliability, integrity and approval financial condition of the Boardbroker-dealer; the size of and the difficulty in executing the order; and the full range of brokerage services offered by the broker-dealer. If it The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is necessary for reasonably justified by other aspects of the execution services offered. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable regulations and interpretations, the Adviser to make investments may allocate brokerage on behalf of the Corporation through Fund to a subsidiary broker-dealer who provide research services to the Fund and/or other accounts over which the Adviser or any of the Corporation or a special purpose vehicleits affiliated persons exercise investment discretion. Subject to compliance with Section 28(e) and where applicable, the Adviser shall may cause the Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission the Fund might have authority paid to create or arrange a different broker-dealer for the creation same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such subsidiary brokerage or special purpose vehicle and research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) Fund or its other advisory clients. The Adviser hereby accepts may aggregate sales and purchase orders of the assets of the Fund, where applicable, with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliated persons. Whenever aggregating sales and purchase orders of the Fund with similar orders for other accounts advised by the Adviser or its affiliates, the orders shall be allocated as to price and amount among all such engagement accounts in a manner believed to be equitable to the Fund and agrees during the term hereof to render the services described herein for the compensation provided hereinsuch other accounts. (c) The Adviser shall report to the Board at each meeting thereof as requested by the Board all material changes in the Fund since the prior report, and shall also keep the Board informed of important developments affecting the Fund and the Adviser, subject to and on its own initiative, or as requested by the prior approval of Board, shall furnish the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) such information as the Adviser may believe appropriate for this purpose, whether concerning the individual investments comprising the Fund’s portfolio, including but not limited to be particularly fitted to assist it the investments in Investment Funds, the performance of the Fund’s portfolio and the underlying Investment Funds, the investment strategies and holdings of the Investment Funds, or otherwise . The Adviser shall also furnish the Board with such available statistical and analytical information with respect to investments of the Fund, including but not limited to the underlying Investment Funds, as the Adviser may believe appropriate or as the Board reasonably may request. In providing investment advisory services pursuant to this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be comply with: (i) the Board Policies, the Organizational Documents, the Fund’s objective, investment policies, and investment restrictions as fully responsible set forth in the Offering Documents, the Adviser Guidelines, and the Procedures, each as promptly provided to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of Fund; (ii) the 1940 Act Act; (iii) the Advisers Act; (iv) the Securities Act; (v) the 1934 Act; (vi) the Internal Revenue Code of 1986, as amended; and (vii) other applicable federal and state lawlaws. (d) The Adviser shall for all purposes herein provided be deemed may from time to time employ, consult or associate with such persons as the Adviser believes to be an independent contractor andparticularly fitted to assist in the execution of the Adviser’s duties hereunder, except as expressly provided or authorized herein, shall have no authority the cost of performance of such duties to act for or represent be borne and paid by the Corporation Adviser. No obligation may be incurred on the Fund’s behalf in any way or otherwise be deemed an agent of the Corporationsuch respect. (e) The Adviser shall keep report to the Board all matters related to the Adviser that are material to the Adviser’s performance of this Agreement. The Adviser shall notify the Fund as soon as reasonably practicable, and preserve for where possible, in advance of any change of control of the period required by Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser. (f) The Adviser shall maintain the Compliance Manual that includes policies and procedures relating to the services it provides to the Fund that are reasonably designed to prevent violations of the federal securities laws as defined in Rule 38a-1 under the 1940 Act (“Federal Securities Laws”) as they relate to the Fund, and shall appoint persons to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge the administration of such policies and procedures. (g) The Adviser shall provide the Fund’s chief compliance officer (the “CCO”), upon reasonable request, with direct access to the Adviser’s chief compliance officer and, upon reasonable request, shall provide the CCO, at its own expense, with information the CCO reasonably believes is required to administer the Fund’s compliance program implemented pursuant to Rule 38a-1 under the 1940 Act including, without limitation: (i) periodic reports/certifications regarding the Adviser’s compliance with the Federal Securities Laws and the Adviser’s compliance program as set forth in the Compliance Manual; and (ii) special reports in the event of any Material Compliance Matter (as defined in Rule 38a-1 under the 1940 Act). Upon the written request of the Fund, the Adviser shall also permit the Fund or its representatives to examine the reports required to be made to the Adviser under the Code. (h) The Adviser shall maintain, or cause to be maintained, records relating to its duties hereunder (including portfolio transactions and placing and allocation of brokerage orders) as are required to be maintained by the Fund under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Fund pursuant to applicable law. To the extent required by applicable law, the books and records relevant pertaining to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records Fund which are in accordance with Section 31(a) possession of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and Adviser shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are be the property of the Corporation Fund (the “Fund Records”). The Fund, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided promptly by the Adviser to the Fund or its representatives. (i) The Adviser shall cooperate with the Fund’s independent public accountants and shall surrender promptly take reasonable action to make all necessary information available to those accountants for the performance of the accountants’ duties. (j) The Adviser shall provide the Fund’s custodian and fund accountant with such information relating to all transactions concerning the Fund’s assets and liabilities as the Fund’s custodian and fund accountant may reasonably require, including but not limited to information required to be provided under the Fund’s Valuation and NAV Error Correction Procedures, provided, however, the Adviser shall not be deemed to be the pricing agent for the Fund. (k) Except as permitted by the Procedures, the Adviser shall not disclose and shall treat confidentially all information specifically relating to the Corporation Fund’s investments including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other investments held by the Fund, and any and all trades effected for the Fund (including past, pending and proposed trades). The foregoing shall not in any way restrict the Adviser’s ability to disclose information relating to Fund assets to the extent that such records upon assets are held in other accounts managed or advised by the CorporationAdviser. (l) The Adviser shall, consistent with the Procedures: (i) cooperate with and provide reasonable assistance to the Fund’s requestadministrator, provided that custodian, fund accountant transfer agent and pricing agents and all other agents and representatives of the Adviser Fund; (ii) provide such persons with Fund data as they may retain a copy reasonably deem necessary to the performance of such recordstheir obligations to the Fund; and (iii) maintain any appropriate interfaces with each so as to promote the efficient exchange of information.

Duties of the Adviser. (a) The Corporation Company hereby retains the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board Board of directors Directors of the Company (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 1010 initially filed on May 24, 2013 (as the same shall be amended from time to time time) (the “Registration StatementForm 10”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Corporation’s articles of amendment Investment Company Act and restatement (the “Charter”) applicable rules and amended and restated bylaws (the “Bylaws”), each as amended from time to timeregulations thereunder. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing due diligence on prospective portfolio companies)iii) monitor the Company’s investments; (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation Company will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriatesell; (v) perform due diligence on prospective portfolio companies; (vi) exercise voting rights in respect assist the Board with its valuation of portfolio securities and other investments for the CorporationCompany’s assets; and (vii) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time and (viii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCompany. In the event that the Corporation Company determines to acquire incur debt financing, the Adviser shall will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement retention as investment adviser and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The AdviserThis Agreement is intended to create, subject to the prior approval of the Board andand creates, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe contractual relationship for services to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid rendered by the Adviser acting in the ordinary course of its business and that is not intended to create, and does not create, a partnership, joint venture or any like relationship among the Adviser shall be as fully responsible to the Corporation for the acts and omissions of parties hereto (or any Sub-Adviser as it is for its own acts and omissionsother parties). Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation Company in any way or otherwise be deemed an agent of the CorporationCompany. (ed) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation Company and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, Investment Company Act and the rules and regulations promulgated thereunder, thereunder with respect to the CorporationCompany’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall will surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Adviser may retain a copy of such records. (e) Subject to the prior approval by the Board and the stockholders of the Company to the extent required under the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.

Duties of the Adviser. (a) The Corporation hereby retains Adviser will be responsible for managing the Adviser to act as relationship with Chinese regulatory authorities, including the investment adviser to Securities & Futures Commission of Hong Kong, the Corporation China Securities Regulatory Commission and to manage State Administration of Foreign Exchange. In this regard, among other things necessary and appropriate for the investment and reinvestment operation of the assets of Funds, Adviser shall be responsible for securing QFII and RQFII allocations for the CorporationFunds and additional quotas as needed on a timely basis. (b) In addition, subject to the supervision and oversight of the Corporation’s board Manager and the Board of directors Trustees (the “Board”), for the period Adviser shall manage all of the securities and upon other assets of the terms herein set forthFunds (the “Assets”), (i) including the purchase, retention and disposition of the Assets, in accordance with then-current the Funds’ respective investment objectiveobjectives, policies and restrictions that are set forth as stated in the Corporationeach Fund’s registration prospectus and statement on Form 10of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Registration StatementProspectus”), filed and subject to the following: (i) The Adviser shall determine from time to time what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash. (ii) In the performance of its duties and obligations under this Agreement, the Adviser shall act in conformity with the Trust’s Declaration of Trust (as defined herein), and By-Laws, each as may be modified, amended or supplemented from time to time, the Prospectus, the instructions and directions of the Manager and of the Board, the then-current terms and conditions of exemptive and no-action relief granted to the Trust, and the Trust’s policies and procedures. The Manager undertakes to provide the Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned documents. In the performance of its duties and obligations under this Agreement, the Adviser shall also comply in all material respects with the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Advisers Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations and Chinese laws and regulations, as each is amended from time to time. (iii) The Adviser shall determine the Assets to be purchased or sold by the Funds as provided in subparagraph (i) and will place orders with or through such persons, brokers or dealers chosen by the Adviser to carry out the policy with respect to brokerage as the Board or the Manager may direct in writing from time to time, in conformity with all federal securities laws and applicable Chinese laws and regulations. The Adviser may open and maintain brokerage accounts of all types of behalf of and in the name of the Funds. The Adviser may enter into standard customer agreements with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Adviser deems desirable and appropriate. Subject to the obtaining the best price and execution reasonably available and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Adviser is authorized to cause a Fund to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Adviser has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to such Fund and to other funds or clients for which the Adviser exercises investment discretion. The Adviser is authorized to direct portfolio transactions to a broker that is an affiliated person of the Manager, Adviser or a Fund in accordance with such standards and procedures as may be approved by the Board in accordance with Rule 17e-1 under the 1940 Act, or other rules promulgated by the Securities and Exchange Commission (the “SEC”). The Adviser shall not divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, andany other series of the Trust, or any other registered investment company. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund(s) as well as other clients of the Adviser, the Adviser, to the extent subsequent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to the effective date be purchased or sold to attempt to obtain a fair and reasonable result and efficient execution. Allocation of the Registration Statementsecurities so purchased or sold, any periodic report filed with as well as the SEC, and in accordance with the investment objective, policies and restrictions set forth expenses incurred in the Corporation’s private placement memorandumtransaction, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments will be made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service Adviser in the manner which the Adviser considers to be the most equitable and monitor the Corporation’s investments, including the exercise of any rights in consistent with its capacity as a lender; (v) determine the securities fiduciary obligations to each Fund and to its other assets clients over time. The Manager agrees that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (Adviser and its subsidiaries) with such other investment advisory, research, affiliates may give advice and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it take action in the performance of this Agreement; providedtheir duties with respect to any of their other clients that may differ from advice given, howeveror the timing or nature of actions take, with respect to the relevant Fund. The Manager also acknowledges that the compensation Adviser and its affiliates are fiduciaries to other entities, some of any Sub-Adviser shall be paid by which have the Adviser same or similar investment objectives (and will hold the same or similar investments) as the Fund(s), and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for will carry out its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance duties hereunder together with the requirements of the 1940 Act and other applicable federal and state lawits duties under such relationships. (div) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of respect to transactions involving the Assets required by Rule 31a-1 under the 1940 Act and preserve such records for the periods prescribed by Rule 31a-2 under the 1940 Act, and the rules and regulations promulgated thereunder, with respect . The Adviser shall timely furnish to the Corporation’s portfolio transactions Manager all information needed by the Manager to keep the other books and shall render to records of the Board such periodic and special reports as Fund required by Rule 31a-1 under the Board may reasonably request1940 Act. The Adviser agrees that all records that it maintains for the Corporation on behalf of a Fund are the property of the Corporation Fund and shall the Adviser will surrender promptly to the Corporation Fund any of such records upon the CorporationFund’s request; provided, provided however, that the Adviser may retain a copy of such records. (v) The Adviser shall provide the relevant Fund’s custodian on each business day with information relating to all transactions concerning the Assets and shall provide the Manager with such information upon request of the Manager and shall otherwise cooperate with and provide reasonable assistance to the Manager, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust. The Adviser shall not hold, or have custody of, any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser. The Adviser will also provide the Manager with such compliance reports and certifications relating to its duties under this Agreement and the federal securities laws or Chinese laws or regulations as may be reasonably requested. (vi) To the extent applicable to China A Shares, the Adviser shall, unless and until otherwise directed by the Manager or the Board and consistent with the best interests of each Fund, be responsible for exercising (or not exercising in its discretion) all rights of security holders with respect to securities held by each Fund, including but not limited to: reviewing proxy solicitation materials, voting and handling proxies and converting, tendering exchanging or redeeming securities. The Adviser shall report to the Manager in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX), including a record of all proxies not voted and/or voted inconsistently with Adviser’s proxy voting guidelines. The Adviser shall certify at least annually or more often as may reasonably be requested by the Manager, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. (vii) The Adviser shall maintain books and records with respect to the Funds’ investment transactions and keep the Manager fully informed on an ongoing basis of all material facts concerning the Adviser and its key investment personnel providing services to the Funds. The Adviser shall furnish to the Manager or the Board regular, periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Manager or Board may reasonably request; and the Adviser will attend meetings with the Manager and/or the Board, as reasonably requested, to discuss the foregoing. Upon the request of the Manager, the Adviser shall also furnish to the Manager any other information relating to the Assets that is required to be filed by the Manager or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief from the SEC on which the Manager, the Trust or a Fund relies. (viii) The Adviser shall monitor the Assets owned by the Fund(s) and, in accordance with procedures established by the Board, as amended from time to time, and in conjunction with the Manager, promptly notify the Manager and the Trust’s Fund Accounting Agent of Assets that the Adviser believes should be fair valued in accordance with the Trust’s Valuation Procedures. The Adviser will provide reasonable assistance in determining the fair value of the Assets, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for which market prices are not readily available, it being understood that the Adviser will not be responsible for determining the value of any such security.

Duties of the Adviser. (a) The Corporation hereby retains employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Corporation’s board Board of directors Directors of the Corporation (the “"Board”"), for the period and upon the terms herein set forth, , (i) in accordance with then-current the investment objectiveobjectives, policies and restrictions that are set forth in the Corporation’s registration statement 's Registration Statement on Form 10, as amended from time to time (the “Registration Statement”)N-2, filed with the Securities and Exchange Commission (the “"SEC”)") on April 21, and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared2004, as the case may besame shall be amended from time to time (as amended, later; the "Registration Statement"), (ii) in accordance with the 1940 Act, Investment Company Act and (iii) during the Advisers Act and term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations; , and (iii) in accordance with the Corporation’s articles of amendment 's charter and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timeby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, , (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; ; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Corporation; (including performing due diligence on prospective portfolio companies); (iviii) execute, close, service close and monitor the Corporation’s 's investments, including the exercise of any rights in its capacity as a lender; ; (viv) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriatesell; (v) perform due diligence on prospective portfolio companies; and (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) with such other investment advisory, research, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s 's investments and the placing of orders for and the other purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeCorporation. In the event that the Corporation determines to acquire incur debt financing, the Adviser shall will arrange for such financing on the Corporation’s 's behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Investment Company Act). (b) The Adviser hereby accepts such engagement employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject Subject to the prior approval requirements of the Board and, to the extent requiredInvestment Company Act, the Members, may from time Adviser is hereby authorized to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “"Sub-Adviser”") as pursuant to which the Adviser may believe obtain the services of the Sub-Adviser(s) to assist the Adviser in providing the investment advisory services required to be particularly fitted to assist it in provided by the performance Adviser under Section 1(a) of this Agreement; provided. Specifically, howeverthe Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation's investment objectives and policies, that and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Corporation, subject to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act and other applicable federal and state law. Nothing in this subsection (c) will obligate the Adviser to pay any expenses that are the expenses of the Corporation under Section 2. (d) The Adviser Adviser, and any Sub-Adviser, shall for all purposes herein provided each be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s 's portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall will surrender promptly to the Corporation any such records upon the Corporation’s 's request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation Company hereby retains engages the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Corporation’s board of directors of the Company (the “BoardBoard of Directors”), for the period and upon the terms herein set forthforth and in accordance with this Agreement. The Adviser shall have full and complete authority at its sole discretion, without prior reference to the Company, and at such times as the Adviser shall think fit, to make decisions to invest the assets of the Company, subject to and in accordance with (i) in accordance with then-current the investment objective, policies and restrictions that are set forth in the Corporation’s registration statement on Form 10Registration Statement of the Company, as the same may be amended from time to time (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Investment Company Act, the Investment Advisers Act and all other applicable federal and state laws, rules and regulationslaw; and (iii) in accordance with the CorporationCompany’s articles certificate of amendment incorporation and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to timebylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate determine the securities and implement other assets that the Corporation’s investment program; Company will purchase, retain or sell, (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation Company and/or the structure thereof (including without limitation performing due diligence on prospective portfolio companieswith respect to any instrument and/or company in which the Company may invest); (iv) executebuy, closesell, exchange, redeem hold, convert or otherwise deal with and/or execute transactions with respect to, any kind of security or other property in which the Company may invest; (v) service and monitor the CorporationCompany’s investments, including the exercise of without limitation by exercising or refraining from exercising any rights in its capacity as right conveyed by a lender; (v) determine the securities and other assets that the Corporation will originateparticular investment to buy, purchasesell, retainsubscribe for, exchange or sell and dispose of such securities and other assets, as appropriateredeem an investment; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporationor refrain from exercising any governance or ownership right conferred by a particular investment; (vii) enter into any foreign exchange and/or derivative transactions; and (viiviii) provide the Corporation (and its subsidiaries) Company with such other investment advisory, research, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its fundsfunds and/or which the Adviser reasonably considers to be necessary, desirable or incidental to carrying out the services under this Agreement. Subject to the supervision of the Board, the The Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany and to enter into and/or execute any documents agreements, including master agreements confirmations, deeds, or other instruments, and to open any accounts, required or appropriate to provide the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to timeservices described herein. In the event that the Corporation Company determines to acquire debt financing or to refinance existing debt financing, the Adviser shall arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the BoardBoard of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle (in accordance with the 1940 Investment Company Act). Notwithstanding anything to the contrary herein, the Adviser shall not be required to take or accept any responsibility or action that the Adviser reasonably determines could cause it to be deemed to have custody for purposes of Rule 206(4)-2 under the Investment Advisers Act. (b) The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) The Adviser, subject Subject to the prior approval requirements of the Board andInvestment Company Act, the Adviser is hereby authorized, but not required, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each each, a “Sub-Adviser”) as pursuant to which the Adviser may believe to be particularly fitted obtain the services of the Sub-Adviser(s) to assist it the Adviser in fulfilling its responsibilities hereunder. Specifically, the performance Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of this Agreement; providedsuch investments and monitoring investments on behalf of the Company, howeversubject in all cases to the oversight of the Adviser and the Company. The Adviser, that and not the Company, shall be responsible for any compensation of payable to any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissionsAdviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Investment Company Act, the Investment Advisers Act and other applicable federal and state law. For the avoidance of doubt, the Adviser shall also be permitted to delegate and/or outsource to third parties back-office services which do not involve such service providers providing investment advice. (d) The Adviser shall for For all purposes herein provided provided, the Adviser shall be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporationcontractor. (e) The Adviser shall keep and preserve preserve, in the manner and for the period required by that would be applicable to investment companies registered under the 1940 Act Investment Company Act, any books and records relevant to the provision of its investment advisory services to the Corporation and Company, shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the CorporationCompany’s portfolio transactions and shall render to the Board of Directors such periodic and special reports as the Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Corporation Company are the property of the Corporation Company and shall surrender promptly to the Corporation Company any such records upon the CorporationCompany’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation hereby retains the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Corporation’s board of directors (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with then-current investment objective, policies and restrictions that are set forth in the Corporation’s registration statement on Form 10, as amended from time to time (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the 1940 Act, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement incorporation (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the Corporation; and (vii) provide the Corporation (and its subsidiaries) with such other investment advisory, research, and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act). (b) The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Adviser, subject to the prior approval of the Board and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Corporation for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law. (d) The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep and preserve for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with Section 31(a) of the 1940 Act, and the rules and regulations promulgated thereunder, with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation hereby retains the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporationshall, subject to the supervision direction and control of the CorporationCompany’s board Board of directors (the “Board”), for the period and upon the terms herein set forthDirectors, (i) in accordance with then-current provide a continuing investment objective, policies program for the Company and restrictions that are set forth in determine what securities or other investments shall be purchased or sold by the Corporation’s registration statement on Form 10, as amended from time to time (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, laterCompany; (ii) in accordance with the 1940 Actarrange, the Advisers Act and all other applicable federal and state laws, rules and regulations; and (iii) in accordance with the Corporation’s articles of amendment and restatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this AgreementSection 5 hereof, (i) formulate for the purchase and implement the Corporation’s investment program; (ii) determine the composition sale of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iv) execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Corporation will originate, purchase, retain, or sell and dispose of such securities and other assets, as appropriate; (vi) exercise voting rights in respect of portfolio securities and other investments for the CorporationCompany; and (viiiii) provide reports on the Corporation (foregoing to the Board of Directors of the Company upon reasonable request. Unless the Company’s Board of Directors or a designee thereof gives the Adviser written instructions to the contrary, the Adviser shall vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Company are invested, in accordance with the Adviser’s proxy voting policies and procedures. The Adviser shall provide the Company or its subsidiaries) designee in a timely manner with such other investment advisory, research, and related services records of its proxy voting on behalf of the Company as the Corporation may, from time to time, reasonably require is necessary for the investment Fund to comply with the requirements of its fundsForm N-PX or any law, rule, regulation or Commission position. Subject to the supervision provisions of the Boardthis Advisory Agreement, the Adviser shall have the power authority to buy, sell or otherwise effect investment transactions for and authority on behalf in the name of the Corporation to effectuate its investment decisions for the CorporationCompany, including without limitation, the execution power to enter into swap, futures, options and delivery of all documents relating to other agreements with counterparties on the CorporationCompany’s investments and behalf as the placing of orders for and the purchase or sale transactions on behalf of the Corporation and its subsidiaries Adviser deems appropriate from time to time. In time in order to carry out the event that the Corporation determines to acquire debt financing, the Adviser shall arrange for such financing on the CorporationAdviser’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act)responsibilities hereunder. (b) The Adviser hereby accepts shall provide to the Company such engagement and agrees during the term hereof to render the services described herein reports for the compensation provided hereinCompany, the Fund and MassMutual, on a monthly, quarterly or annual basis, as The Company shall reasonably request or as required by applicable law or regulation, including, but not limited to, compliance reports and the Quarterly MassMutual Compliance Certification and Checklist completed template. (c) The Adviser shall provide full and prompt disclosure to the Company regarding itself and its partners, officers, directors, shareholders, employees, affiliates or any person who controls any of the foregoing, including, but not limited to, information regarding any change in control of the Adviser or any change in its personnel that could affect the services provided by the Adviser to the Company hereunder, information regarding any material adverse change in the condition (financial or otherwise) of the Adviser or any person who controls the Adviser, information regarding the investment performance and general investment methods of the Adviser or its principals or affiliates relating to the Company and other clients with the same or similar investment strategies as the Company (subject to applicable restrictions on the prior approval release of client confidential information), information regarding the results of any examination conducted by the Commission or any other state or federal governmental agency or authority or any self-regulatory organization relating directly or indirectly to the services performed by the Adviser hereunder with respect to the Company, and, upon request, other information that the Company, the Fund or MassMutual reasonably deems necessary or desirable to enable the Board of Directors or officers of the Board and, to the extent requiredCompany, the MembersBoard of Trustees of the Fund, may from time or MassMutual to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in monitor the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and information that is required, in the reasonable judgment of the Company, the Fund, or MassMutual and upon prior written request by the Company, to be disclosed in any filings required by any governmental agency or by any applicable law, regulation, rule or order. (d) The Company is a subsidiary of an entity registered with the SEC under the 1940 Act. The Adviser shall be as fully responsible to the Corporation for the acts create and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be maintain in accordance with the requirements of the 1940 Act and other applicable federal law any and state law. (d) The Adviser shall for all purposes herein provided be deemed records relating to the services to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority performed hereunder that it would be required to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. (e) The Adviser shall keep create and preserve for the period required by the 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records in accordance with under Section 31(a) of the 1940 Act or Rule 31a-1 or otherwise under the 1940 Act if the Company were so registered. All such records shall be for the use of the Adviser in performing the services hereunder. The Adviser shall meet with any persons at the request of MassMutual or the Board of Trustees of the Trust for the purpose of reviewing the Adviser’s performance under this Advisory Agreement at reasonable times and upon reasonable advance written notice. The Adviser shall provide the Company and MassMutual (or their agents or accountants), upon reasonable prior written request by MassMutual to the Adviser, with access to inspect at the Adviser’s office during normal business hours the books and records of the Adviser relating to the Company and the Adviser’s performance hereunder and such other books and records of the Adviser as are necessary to confirm that the Adviser has complied with its obligations and duties under this Advisory Agreement. The Adviser will promptly surrender to the Company any of such records or copies thereof upon the Company’s request. The Adviser further agrees to preserve for the periods prescribed under the Act any such records as are required to be maintained by it pursuant to this Advisory Agreement. (e) On each business day the Adviser shall provide to the Company’s custodian information relating to all transactions concerning the Company’s assets and shall provide to the Company’s custodian, administrator and/or sub-administrator any such additional information as reasonably requested. (f) [Reserved] (g) The Adviser shall not consult with any other adviser or subadviser to the Company or any other adviser or subadviser to any other portfolio of the Trust or to any other investment company or investment company series for which MassMutual serves as investment adviser concerning transactions for the Company in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act. (h) The Adviser acknowledges that the Company’s financial statements will be consolidated with the Fund’s financial statements. Therefore, as the Company, the Fund, MassMutual or the Board of Trustees of the Trust may request from time to time, the Adviser shall timely provide to MassMutual (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by MassMutual, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Fund, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading and (B) provide additional certifications related to the Adviser’s management of the Company in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the rules Fund’s Principal Executive Officer’s and regulations promulgated thereunderPrincipal Financial Officer’s certifications under Rule 30a-2 under the Act; (ii) a quarterly certification, as well as any requested sub-certifications, with respect to compliance matters related to the Adviser and the Adviser’s management of the Company, in formats reasonably requested by MassMutual, as they may be amended from time to time; and (iii) an annual certification from the Adviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the Corporation’s portfolio transactions design and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property operation of the Corporation Adviser’s compliance program, in a format reasonably requested by MassMutual. (i) In the absence of willful misfeasance, bad faith, gross negligence or fraud on the part of the Adviser, or reckless disregard of its obligations and shall surrender promptly to the Corporation any such records upon the Corporation’s requestduties hereunder, provided that the Adviser may retain a copy of such recordsshall not be subject to any liability to MassMutual, the Trust, or the Company, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder.