Common use of Duties of the Adviser Clause in Contracts

Duties of the Adviser. (a) The Corporation hereby 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 (the “Board of Directors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement, as the same may be amended from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iii) execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain or sell; and (v) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation 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 Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For all purposes herein 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, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, any books and records relevant to the provision of its investment advisory services to the Corporation, shall specifically maintain all books and records 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 hereby 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 Board of directors Directors of the Corporation (the “Board of Directors”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration StatementStatement on Form N-2, dated February 6, 2004, as the same may shall be amended from time to timetime (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iii) execute, close, service close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vvi) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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 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.

Duties of the Adviser. Subject to the overall supervision and review of the Board of Directors of the Company (a) The Corporation hereby employs “Board”), the Adviser to act as will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the Company, consistent with the investment adviser objective and policies of the Company. The Adviser will be available to provide managerial assistance requested by the companies or vehicles in which the Company invests (collectively, “Portfolio Companies”). 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 Corporation and to manage the investment and reinvestment provisions of the assets Company’s Articles of Incorporation, Bylaws, and any registration statement of the Corporation, subject to Company under the supervision 1940 Act and under the Securities Act of the board of directors of the Corporation 1933 (the “Board of Directors1933 Act”) covering the Company’s shares, as may be filed with the Securities and Exchange Commission (the “Commission”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement, as any of the same may be amended from time to time, (ii) and to the investment objectives of the Company, as each of the same shall be from time to time in accordance 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 Investment same force and effect as the Company Actitself might or could do with respect to purchases, the Investment Advisers Act and sales or other transactions, as well as with respect to all other applicable federal and state law and (iii) in accordance with things necessary or incidental to the Corporation’s certificate furtherance or conduct of incorporation and bylawssuch 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) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation Company; (including performing iii) perform due diligence on prospective portfolio companies); (iii) execute, close, service and monitor the Corporation’s investmentsPortfolio Companies; (iv) determine close and monitor the securities and other assets that the Corporation will purchase, retain or sellCompany’s investments; and (v) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation 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 Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For all purposes herein 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, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, any books and records relevant to the provision of its investment advisory services to the Corporation, shall specifically maintain all books and records 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 Fund hereby 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 board Board of directors Directors of the Corporation (the “Board of Directors”)Fund, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Fund’s Registration StatementStatement on Form N-2, as the same may shall be amended from time to timetime (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the CorporationFund’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationFund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Fund; (iii) execute, close, service close and monitor the CorporationFund’s investments; (iv) determine the securities and other assets that the Corporation Fund will purchase, retain retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation Fund with such other investment advisory, research and related services as the Corporation Fund may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the discretion, 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 other purchase or sale transactions on behalf of the CorporationFund. In the event that the Corporation Fund determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the CorporationFund’s behalf, subject to the oversight and approval of the Fund’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Fund through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 CorporationFund’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 CorporationFund, subject in all cases to the oversight of the Adviser and the CorporationFund. The Adviser, and not the CorporationFund, 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, the Investment Advisers 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) For The Adviser shall for all purposes herein provided, the Adviser shall 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 Fund in any way or otherwise be deemed an agent of the CorporationFund. (e) The Adviser shall keep and preserve, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Fund and shall specifically maintain all books and records with respect to the CorporationFund’s portfolio transactions and shall render to the Fund’s 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 Fund are the property of the Corporation Fund and shall will 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. (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 Fund, and shall provide the Fund at such times in the future as the Fund 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 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 Board of directors Directors of the Corporation (the “Board of Directors”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCorporation’s registration statement, as the same may be amended from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers 1940 Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iii) execute, close, service close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; perform due diligence on prospective portfolio companies; and (vvi) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company 1940 Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company 1940 Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers 1940 Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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 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.

Duties of the Adviser. (a) The Corporation Company hereby employs appoints 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 board Board of directors Directors of the Corporation Company, (the “Board of DirectorsBoard”), ) for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement, as reports and/or registration statements that the same may be amended Company files with the Securities and Exchange Commission (the “SEC”) from time to time, ; (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws; and (iii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (iA) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iiiC) execute, close, monitor and service and monitor the CorporationCompany’s investments; (ivD) determine the securities and other assets that the Corporation Company will purchase, retain retain, or sell; (E) perform due diligence on prospective portfolio companies; and (vF) provide the Corporation 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. The Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the negotiation, execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire obtain debt financing (or to refinance existing debt such financing), the Adviser shall arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or 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 Investment Company Actvehicle. (b) The Adviser hereby accepts such employment appointment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the The Adviser is hereby authorized, but not required, 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 CorporationCompany’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 CorporationCompany, subject in all cases to the oversight of the Adviser and the CorporationCompany. The Adviser, and not the CorporationCompany, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall, for all purposes herein 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 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, the Adviser shall keep and preserve, in the manner and for the period that would be applicable to investment companies registered under required by the 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 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 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 board Board of directors Directors of the Corporation (the “Board of Directors”)Company, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCompany’s Annual Reports on Form 10-K, as filed with the same may be amended Securities and Exchange Commission from time year to timeyear, pursuant to Section 13 of the Securities and Exchange Act of 1934 and (ii) during the term of this Agreement in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the CorporationCompany’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iii) execute, close, service close and monitor the CorporationCompany’s investments; (iv) determine the real property, securities and other assets that the Corporation Company will purchase, retain retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation 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. The Adviser shall have the discretion, 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 other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing or 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 Company’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or 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 Investment Company Actvehicle. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the The Adviser is hereby authorized, but not required, 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 CorporationCompany’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 CorporationCompany, subject in all cases to the oversight of the Adviser and the CorporationCompany. The Adviser, and not the CorporationCompany, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the a reasonable period that would be applicable to investment companies registered under the 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 with respect to the CorporationCompany’s portfolio transactions and shall render to the Company’s 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 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 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 Company, and shall provide the Company at such times in the future as the Company shall reasonably request, with a copy of such policies and procedures.

Duties of the Adviser. (a) The Corporation Company hereby 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 board Board of directors Directors of the Corporation Company, (the “Board of DirectorsBoard”), and provide certain administrative services to the Company as set forth herein for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement, as reports and/or registration statements that the same may be amended Company files with the Securities and Exchange Commission (the “SEC”) from time to time, ; (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws; and (iii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (iA) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iiiC) execute, close, monitor and service and monitor the CorporationCompany’s investments; (ivD) determine the securities and other assets that the Corporation will Company shall purchase, retain retain, or sell; and (vE) perform due diligence on prospective portfolio companies; (F) provide the Corporation 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; (G) provide on the Company’s behalf significant managerial assistance to those portfolio companies that have requested such assistance; and (H) provide the Company with office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as the Adviser, subject to review by the Board, shall from time to time determine to be necessary or useful to the Company’s operations. 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 other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing or to refinance existing obtain debt financing, the Adviser shall arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company ActBoard. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the The Adviser is hereby authorized, but not required, 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 CorporationCompany’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 CorporationCompany, subject in all cases to the oversight of the Adviser and the CorporationCompany. The Adviser, Adviser and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall, for all purposes herein 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 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, the Adviser shall keep and preserve, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, 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 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 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 review by and the supervision overall control of the board Board of directors Directors of the Corporation Company (the “Board of DirectorsBoard”), for the period and upon the terms and conditions herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statementreports and/or registration statements that the Company files with the Securities and Exchange Commission (the “SEC”) from time to time; (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws (each as the same may be amended from time to time, ); and (iiiii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term term, and subject to the provisions of of, this Agreement, Agreement (iA) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein therein, and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iiiC) execute, close, monitor and service and monitor the CorporationCompany’s investments; (ivD) determine the securities and other assets that the Corporation Company will purchase, retain retain, or sell; (E) perform due diligence on prospective portfolio companies; and (vF) provide the Corporation 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. The 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 negotiation, execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire obtain debt financing (or to refinance existing debt such financing), the Adviser shall arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board of DirectorsBoard. If it is necessary or appropriate, in the good faith judgment of the Adviser, for the Adviser Company to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Actvehicle. (b) The Adviser hereby accepts such employment employment, and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the The Adviser is hereby authorized, but not required, 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 CorporationCompany’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 CorporationCompany, subject in all cases to the oversight of the Adviser and the CorporationCompany. The Adviser, and not the CorporationCompany, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall, for all purposes herein 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 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, the Adviser shall keep and preserve, in the manner and for the period that would be applicable to investment companies registered under required by the Investment Company Act, any books and records relevant to the provision of its investment advisory services to the CorporationCompany, and shall specifically maintain all books and records with respect to the CorporationCompany’s portfolio transactions 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 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 Board of directors Directors of the Corporation (the “Board of Directors”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration StatementStatement on Form N-2, filed March 29, 2005, as the same may shall be amended from time to timetime (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iii) execute, close, service close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vvi) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers 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) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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 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 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 Company hereby employs appoints 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 board Board of directors Directors of the Corporation Company, (the “Board of DirectorsBoard”), ) for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement, as reports and/or registration statements that the same may be amended Company files with the Securities and Exchange Commission (the “SEC”) from time to time, ; (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s certificate of incorporation and bylaws (each as amended, restated and/or corrected); and (iii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (iA) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iiiC) execute, close, monitor and service and monitor the CorporationCompany’s investments; (ivD) determine the securities and other assets that the Corporation Company will purchase, retain retain, or sell; (E) perform due diligence on prospective portfolio companies; and (vF) provide the Corporation 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. The Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the negotiation, execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire obtain debt financing (or to refinance existing debt such financing), the Adviser shall arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or 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 Investment Company Actvehicle. (b) The Adviser hereby accepts such employment appointment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the The Adviser is hereby authorized, but not required, 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 CorporationCompany’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 CorporationCompany, subject in all cases to the oversight of the Adviser and the CorporationCompany. The Adviser, and not the CorporationCompany, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall, for all purposes herein 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 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, the Adviser shall keep and preserve, in the manner and for the period that would be applicable to investment companies registered under required by the 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 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 employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the CorporationCorporation during the term of this Agreement, subject to the supervision of the board Board of directors Directors of the Corporation (the “Board of DirectorsBoard”), for the period and upon the terms herein set forth, , (i) in accordance with 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, including those as set forth in the Registration Statement, as reports and registration statements that the same may be amended from time to time, Corporation files with the Securities and Exchange Commission (the “SEC”), (ii) in accordance with any requirements imposed by the provisions of the Investment Company Act, the Investment Advisers Act and of any rules or regulations in force thereunder, subject to the terms of any exemptive order applicable to the Corporation, and (iii) in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate of incorporation and bylaws. by-laws. (b) Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, , (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; , (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); Corporation, (iii) execute, close, service and monitor the Corporation’s investments; , (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; and , (v) perform due diligence on prospective portfolio companies or investments, and (vi) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing 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 of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (bc) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (cd) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 hereunderproviding the investment advisory services required to be provided by the Adviser under Sections 1(a) and 1(b) of this Agreement. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation’s investment objective objectives 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. Nothing in this subsection (d) will obligate the Adviser to pay any expenses that are the expenses of the Corporation under Section 2. (de) For The Adviser, and any Sub-Adviser, shall for all purposes herein provided, the Adviser shall 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. (ef) The Adviser shall keep and preserve, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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 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. (g) The Adviser shall provide to the Board such periodic and special reports as it may request.

Duties of the Adviser. (a) The Corporation hereby 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 (the “Board of Directors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement, as the same may be amended from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law laws and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iii) execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain or sell; and (v) provide the Corporation 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; and (vi) make an investment committee and personnel available to the Corporation so that it may provide all necessary Management Services to the Managed Subsidiaries. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation 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 Board of Directors. If the Adviser determines it is necessary for the Adviser appropriate to make investments on behalf of the Corporation through form a subsidiary or special purpose vehiclevehicle through which the Corporation may indirectly make investments, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle vehicle, to cause the Corporation to provide Management Services to such subsidiaries, and to make such investments through such subsidiary or special purpose vehicle in accordance with the Investment Company Actapplicable law. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For all purposes herein 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, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, any books and records relevant to the provision of its investment advisory services to the Corporation, shall specifically maintain all books and records 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 employs 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 board Board of directors Directors of the Corporation Company (the “Board of DirectorsBoard”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCompany’s most recent Annual Report on Form 10-K, and any subsequent filings with the Securities and Exchange Commission (the “SEC”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and bylaws as the same may shall be amended from time to time, ; and (iiiii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iii) execute, close, service close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation 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. The 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 other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing or 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 of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or 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 Investment Company Act). (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, 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 Investment Company 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 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 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 (the “Board of DirectorsBoard”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementStatement on Form N-2 (file No. 333-191871), as the same may be amended from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate articles of incorporation and bylawsbylaws as the 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) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; ; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); Corporation; (iii) execute, close, service and monitor the Corporation’s investments; ; (iv) determine the securities and other assets that the Corporation will purchase, retain or sell; and ; (v) perform due diligence on prospective investments; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its fundsassets. The 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation 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 Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act). (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 Corporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition acquisition, retention or disposition of such investments and monitoring investments on behalf of the Corporation, subject in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For all purposes herein 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, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, any books and records relevant to the provision of its investment advisory services to the Corporation, shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act 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 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 board Board of directors Directors of the Corporation (the “Board of Directors”)Company, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s Annual Reports on Form 10-K or the Company’s Registration StatementStatement on Form S-3, as the same may be amended or refiled from time to time, time (the “Registration Statement”) and (ii) during the term of this Agreement in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the CorporationCompany’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iii) execute, close, service close and monitor the CorporationCompany’s investments; (iv) determine the real property, securities and other assets that the Corporation Company will purchase, retain retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation 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. The Adviser shall have the discretion, 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 other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing or 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 Company’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or 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 Investment Company Actvehicle. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the The Adviser is hereby authorized, but not required, 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 CorporationCompany’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 CorporationCompany, subject in all cases to the oversight of the Adviser and the CorporationCompany. The Adviser, and not the CorporationCompany, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the a reasonable period that would be applicable to investment companies registered under the 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 with respect to the CorporationCompany’s portfolio transactions and shall render to the Company’s 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 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 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 Company, and shall provide the Company at such times in the future as the Company shall reasonably request, with a copy of such policies and procedures.

Duties of the Adviser. (a) The Corporation Company hereby 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 board Board of directors Directors of the Corporation Company (the “Board of DirectorsBoard”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCompany’s registration statement on Form N-2 (File No. 333-148734) initially filed on January 18, 2008 (as the same may shall be amended from time to time, the “Registration Statement”); (ii) in accordance with 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 Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iii) execute, close, service close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation 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. The 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 other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing or 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 of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or 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 Investment Company Act). (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the The Adviser is hereby authorized, but not required, 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 CorporationCompany’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 CorporationCompany, subject in all cases to the oversight of the Adviser and the CorporationCompany. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, 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 Investment Company Act 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 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 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 board Board of directors Directors of the Corporation (the “Board of Directors”)Company, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s Annual Reports on Form 10-K or the Company’s Registration StatementStatement on Form S-3, as the same may be amended or refiled from time to time, time (the “Registration Statement”) and (ii) during the term of this Agreement in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the CorporationCompany’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iii) execute, close, service close and monitor the CorporationCompany’s investments; (iv) determine the real property, securities and other assets that the Corporation Company will purchase, retain retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation 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. The Adviser shall have the discretion, 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 other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing or 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 Company’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or 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 Investment Company Actvehicle. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the The Adviser is hereby authorized, but not required, 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 Fourth Amended and Restated Investment Advisory Agreement 1 | Page Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the CorporationCompany’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 CorporationCompany, subject in all cases to the oversight of the Adviser and the CorporationCompany. The Adviser, and not the CorporationCompany, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the a reasonable period that would be applicable to investment companies registered under the 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 with respect to the CorporationCompany’s portfolio transactions and shall render to the Company’s 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 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 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 Company, and shall provide the Company at such times in the future as the Company shall reasonably request, with a copy of such policies and procedures.

Duties of the Adviser. (a) The Corporation hereby 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 Board of directors Directors of the Corporation (the “Board of Directors”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCorporation’s registration statement, as the same may be amended from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iii) execute, close, service close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; perform due diligence on prospective portfolio companies; and (vvi) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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 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.

Duties of the Adviser. (a) The Corporation Company hereby employs appoints 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 board Board of directors Directors of the Corporation Company (the “Board of DirectorsBoard”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement, as reports and/or registration statements that the same may be amended Company files with the Securities and Exchange Commission (the “SEC”) from time to time, ; (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws; and (iii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (iA) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iiiC) execute, close, monitor and service and monitor the CorporationCompany’s investments; (ivD) determine the securities and other assets that the Corporation Company will purchase, retain retain, or sell; (E) perform due diligence on prospective portfolio companies; and (vF) provide the Corporation 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. The Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the negotiation, execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financingThe Adviser is hereby authorized, the Adviser shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary Company and at the direction of the Board pursuant to delegated authority, to possess, transfer, mortgage, pledge or special purpose vehicleotherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, the Adviser shall have authority Company’s investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to create or arrange for the creation of such subsidiary or special purpose vehicle and any claims relating to make such investments through such subsidiary and other property and funds, including with respect to litigation, bankruptcy or special purpose vehicle in accordance with the Investment Company Actother reorganization. (b) The Adviser hereby accepts such employment appointment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the The Adviser is hereby authorized, but not required, 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 CorporationCompany’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 CorporationCompany, subject in all cases to the oversight of the Adviser and the CorporationCompany. The Adviser, and not the CorporationCompany, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall, for all purposes herein 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 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, the Adviser shall keep and preserve, in the manner and for the period that would be applicable to investment companies registered under required by the 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 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 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 Board of directors Directors of the Corporation (the “Board of Directors”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement, dated April 18, 2007, as the same may be amended from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iii) execute, close, service close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; perform due diligence on prospective portfolio companies; and (vvi) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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 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.

Duties of the Adviser. (a) The Corporation Company hereby employs 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 board Board of directors Directors of the Corporation Company (the “Board of DirectorsBoard”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCompany’s registration statement on Form 10 (File No. 000-55544) initially filed on February 12, 2016 (as the same may shall be amended from time to time, ); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and bylaws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iii) execute, close, service close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation 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. The 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 other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing or 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 of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or 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 Investment Company Act). (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, 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 Investment Company 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 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 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 Board of directors Directors of the Corporation (the “Board of Directors”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration StatementStatement on Form N-2, as the same may shall be amended from time to timetime (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate articles of incorporation and bylawsby-laws, as each 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) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iii) execute, close, service close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; (v) perform due diligence on prospective investments; and (vvi) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers 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) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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 has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the Investment Company Act) by the Adviser, including an investment allocation policy which delineates how the Adviser will allocate investments between the Corporation, on the one hand, and other funds, separate accounts and investment accounts managed by the Advisor, on the other hand. The Adviser has provided the Corporation, and in the future 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. (g) The Adviser shall have a fiduciary responsibility and duty to the Corporation and the Corporation’s stockholders for the safekeeping and use of all the funds and assets of the Corporation, whether or not in the Adviser’s immediate possession or control, and that the Adviser shall not employ, or permit another to employ, such funds or assets 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. Nothing herein shall be construed to mean that the power of direction of the Adviser or the exercise of such power by any person shall cause such person to have duties, including fiduciary duties, or liabilities relating thereto to the Corporation or any stockholder.

Duties of the Adviser. (a) The Corporation Company hereby 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 board Board of directors Directors of the Corporation (the “Board of Directors”)Company, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s Registration StatementStatement on Form S-11 with respect to the initial public offering of the Company’s common stock (the “IPO”), filed September 18, 2012, as the same may be amended from time to timetime (as amended, the “Registration Statement”) and (ii) during the term of this Agreement in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the CorporationCompany’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iii) execute, close, service close and monitor the CorporationCompany’s investments; (iv) determine the real property, securities and other assets that the Corporation Company will purchase, retain retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation 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. The Adviser shall have the discretion, 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 other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing or 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 Company’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or 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 Investment Company Actvehicle. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the The Adviser is hereby authorized, but not required, 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 CorporationCompany’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 CorporationCompany, subject in all cases to the oversight of the Adviser and the CorporationCompany. The Adviser, and not the CorporationCompany, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the a reasonable period that would be applicable to investment companies registered under the 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 with respect to the CorporationCompany’s portfolio transactions and shall render to the Company’s 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 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 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 Company, and shall provide the Company at such times in the future as the Company shall reasonably request, with a copy of such policies and procedures.

Duties of the Adviser. (a) The Corporation hereby 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 (the “Board of Directors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCorporation’s private placement memorandum, registration statement or other filing submitted or filed by the Corporation with the Securities and Exchange Commission, in each case as the same may be amended from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation charter and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iii) execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain or sell; and (v) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation 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 Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For all purposes herein 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, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, any books and records relevant to the provision of its investment advisory services to the Corporation, shall specifically maintain all books and records 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 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 board Board of directors Directors of the Corporation (the “Board of Directors”)Company, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCompany’s Annual Reports on Form 10-K, as filed with the same may be amended Securities and Exchange Commission from time year to timeyear, pursuant to Section 13 of the Securities and Exchange Act of 1934 and (ii) during the term of this Agreement in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the CorporationCompany’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iii) execute, close, service close and monitor the CorporationCompany’s investments; (iv) determine the real property, securities and other assets that the Corporation Company will purchase, retain retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation 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. The Adviser shall have the discretion, 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 other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing or 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 Company’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or 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 Investment Company Actvehicle. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the The Adviser is hereby authorized, but not required, 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 CorporationCompany’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 CorporationCompany, subject in all cases to the oversight of the Adviser and the CorporationCompany. The Adviser, and not the CorporationCompany, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the a reasonable period that would be applicable to investment companies registered under the 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 with respect to the CorporationCompany’s portfolio transactions and shall render to the Company’s 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 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 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 Company, and shall provide the Company at such times in the future as the Company shall reasonably request, with a copy of such policies and procedures.

Duties of the Adviser. (a) The Corporation Company hereby 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 board Board of directors Directors of the Corporation Company (the “Board of DirectorsBoard”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCompany’s private placement memorandum, registration statement on Form 10 or such other registration statement (in each case, as amended from time to time) submitted or filed by the Company with the Securities and Exchange Commission (“SEC”), in each case as the same may shall be amended from time to time, ; (iiy) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law laws, rules and regulations, and (iiiz) in accordance with the CorporationCompany’s certificate of incorporation charter and bylawsby-laws as the 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) : i. determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (; ii) . identify/source, research, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (Company; iii) . execute, close, service close and monitor the CorporationCompany’s investments; (; iv) . determine the securities and other assets that the Corporation Company will purchase, retain or sell; v. use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness; vi. perform due diligence on prospective portfolio companies; and (v) and vii. provide the Corporation 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. The 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 other purchase or sale transactions on behalf of the CorporationCompany. In If 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 Board of Directors. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or 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 Investment Company Act). (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the The Adviser is hereby authorized, but not required, 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 CorporationCompany’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 CorporationCompany, subject in all cases to the oversight of the Adviser and the CorporationCompany. The Adviser, and not the CorporationCompany, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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, preserve in the manner and for the period that would be applicable to investment companies registered under required by the Investment Company Act, 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 Investment Company Act 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 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 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 board Board of directors Directors of the Corporation Company (the “Board of DirectorsBoard”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCompany’s reports and/or registration statements that the Company files with the Securities and Exchange Commission (the “SEC”) from time to time; (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same may shall be amended from time to time, ; and (iiiii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iii) execute, close, service close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation 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. The 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 other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing or 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 of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or 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 Investment Company Act). (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the The Adviser is hereby authorized, but not required, 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 CorporationCompany’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 CorporationCompany, subject in all cases to the oversight of the Adviser and the CorporationCompany. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, 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 Investment Company Act 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 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 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 Board of directors Directors of the Corporation (the “Board of DirectorsBoard”), for the period and upon the terms herein set forth, in accordance with, (i) in accordance with 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 Registration StatementCorporation’s Annual Report on Form 10-K, as filed with the same may be amended from time to timeSecurities and Exchange Commission (the “SEC”) on February 12, 2019; (ii) in accordance with the Investment Company Act, the Investment Advisers Act and and (iii) all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, , (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; ; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); Corporation; (iii) execute, close, service close and monitor the Corporation’s investments; ; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; and ; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing 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 of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 hereunderproviding the investment advisory services required to be provided by the Adviser under Section 1(a) hereof. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation’s investment objective objectives 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers 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) For The Adviser, and any Sub-Adviser, shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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 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 employs engages 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 Board of directors Directors of the Corporation (the “Board of Directors”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation's Registration StatementStatement on Form N-2, filed April 14, 2004, as amended and as the same may be further amended from time to timetime (as amended, the "Registration Statement"), (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s certificate of incorporation 's charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iii) execute, close, service close and monitor the Corporation’s 's investments; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) arrange for, structure and negotiate financing for the Corporation (including collateralized debt obligation transactions and securitizations); and (vvii) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the Corporation’s 's behalf, subject to the oversight and approval of the Corporation's Board of Directors. If it is necessary for the Adviser to make investments or arrange financing on behalf of the Corporation through a subsidiary or 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 or arrange such financing through such subsidiary or special purpose vehicle in accordance with the Investment Company Act. (b) The Adviser hereby accepts such employment engagement and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 Corporation’s '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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records with respect to the Corporation’s 's portfolio transactions and shall render to the Corporation's 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 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 hereby 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 Board of directors Directors of the Corporation (the “Board of Directors”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration StatementStatement on Form N-2, filed March 29, 2005, as the same may shall be amended from time to timetime (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iii) execute, close, service close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vvi) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to to 1. acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers 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) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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 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 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 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 Board of directors Directors of the Corporation (the “Board of Directors”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration StatementStatement on Form N-2, dated [____________], 2004, as the same may shall be amended from time to timetime (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iii) execute, close, service close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vvi) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers 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) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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 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 October 5, 2004 written policies and procedures reasonably designed to prevent violation of the 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 Company hereby employs 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 board Board of directors Directors of the Corporation Company (the “Board of DirectorsBoard”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCompany’s registration statement on Form 10 (File No. 000-55544) initially filed on February 12, 2016 (as the same may shall be amended from time to time, ); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and bylaws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iii) execute, close, service close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation 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. The 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 other purchase or sale transactions on behalf of the CorporationCompany. 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 Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or 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 Investment Company Act). (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, 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 Investment Company 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 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 Board of directors Directors of the Corporation (the “Board of Directors”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCorporation's Information Statement on Schedule 14C, dated May 17th, 2006, as the same may shall be amended from time to timetime (as amended, the "Information Statement"), (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate of incorporation 's charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iii) execute, close, service close and monitor the Corporation’s 's investments; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vvi) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the Corporation’s 's behalf, subject to the oversight and approval of the Corporation's Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 Corporation’s '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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers 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) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records with respect to the Corporation’s 's portfolio transactions and shall render to the Corporation's 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 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. (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 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 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 Board of directors Directors of the Corporation (the “Board of Directors”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration StatementStatement on Form N-2, dated October 25, 2018, as the same may shall be amended from time to timetime (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate articles of incorporation and bylawsby-laws, as each 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) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iii) execute, close, service close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; (v) perform due diligence on prospective investments; and (vvi) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) . The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) . Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (dlaw and shall contain a provision requiring the Sub-Adviser to comply with Sections 1(e) For and 1(f) of this Agreement below as if it were the Adviser. The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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. The Adviser has adopted and implemented 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 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 (the “Board of Directors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCorporation’s filings with the Securities and Exchange Commission, as the same may be amended from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation and 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) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iii) execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain or sell; and (v) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation 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 Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For all purposes herein 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, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, any books and records relevant to the provision of its investment advisory services to the Corporation, shall specifically maintain all books and records 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 hereby 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 Board of directors Directors of the Corporation (the “Board of DirectorsBoard”), for the period and upon the terms herein set forth, , (i) in accordance with 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 shall initially be those set forth in the Corporation’s Registration Statement on Form N-2, filed with the Securities and Exchange Commission (the “SEC”) on October 12, 2005(the “Registration Statement, as the same may be amended from time to time, ”), (ii) in accordance with the Investment Company Act, Act and (iii) during the Investment Advisers Act and term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, , (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; ; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); Corporation; (iii) execute, close, service close and monitor the Corporation’s investments; ; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; and ; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing 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 of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 hereunderproviding the investment advisory services required to be provided by the Adviser under Section 1(a) of this Agreement. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation’s investment objective objectives 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers 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) For The Adviser, and any Sub-Adviser, shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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 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 employs 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 board of directors of the Corporation Company (the “"Board of Directors”"), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCompany's filings with the Securities and Exchange Commission, as the same may be amended from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation Company's charter and bylaws, each as amended or restated 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) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iii) execute, close, service and monitor the Corporation’s Company's investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain or sell; and (v) perform due diligence on prospective portfolio companies and their sponsors; and (vi) provide the Corporation 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 fundsassets. 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 other purchase or sale transactions on behalf of the CorporationCompany. 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 Corporation’s Company's behalf, subject to the oversight and approval of the Board of Directors. If it is necessary or convenient for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or special purpose vehicle or to otherwise form such subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment retention as investment adviser and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 Corporation’s 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 CorporationCompany, subject in all cases to the oversight of the Adviser and the CorporationCompany. The Adviser, and not the CorporationCompany, 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, the Investment Advisers Act and other applicable federal and state law. (d) For all purposes herein 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 Company in any way or otherwise be deemed an agent of the CorporationCompany. (e) The Adviser shall keep and preserve, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, any books and records relevant to the provision of its investment advisory services to the CorporationCompany, shall specifically maintain all books and records with respect to the Corporation’s Company'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 Corporation’s Company's request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation hereby 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 (the “Board of DirectorsBoard”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCorporation’s private placement memorandum, as registration statement or other filing submitted or filed by the same may be amended from time to timeCorporation with the Securities and Exchange Commission, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate articles of incorporation and bylawsbylaws as the 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) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; ; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); Corporation; (iii) execute, close, service and monitor the Corporation’s investments; ; (iv) determine the securities and other assets that the Corporation will purchase, retain or sell; and ; (v) perform due diligence on prospective investments; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its fundsassets. The To the extent consistent with the Investment Company Act and the Investment Advisers Act, and 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation 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 Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or special purpose vehicle, the Adviser shall have the 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 Investment Company Act). (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 Corporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition acquisition, retention or disposition of such investments and monitoring investments on behalf of the Corporation, subject in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For all purposes herein 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, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, any books and records relevant to the provision of its investment advisory services to the Corporation, shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act 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 employs appoints 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 board Board of directors Directors of the Corporation Company (the “Board of DirectorsBoard”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement, as reports and/or registration statements that the same may be amended Company files with the Securities and Exchange Commission (the “SEC”) from time to time, ; (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s certificate of incorporation and bylaws (each as amended, restated and/or corrected); and (iii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (iA) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iiiC) execute, close, monitor and service and monitor the CorporationCompany’s investments; (ivD) determine the securities and other assets that the Corporation Company will purchase, retain retain, or sell; (E) perform due diligence on prospective portfolio companies; and (vF) provide the Corporation 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. The Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the negotiation, execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire obtain debt financing (or to refinance existing debt such financing), the Adviser shall arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or 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 Investment Company Actvehicle. (b) The Adviser hereby xxxxxx accepts such employment appointment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the The Adviser is hereby authorized, but not required, 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 CorporationCompany’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 CorporationCompany, subject in all cases to the oversight of the Adviser and the CorporationCompany. The Adviser, and not the CorporationCompany, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall, for all purposes herein 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 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, the Adviser shall keep and preserve, in the manner and for the period that would be applicable to investment companies registered under required by the 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 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 employs 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 board Board of directors Directors of the Corporation Company (the “Board of DirectorsBoard”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCompany’s registration statement on Form 10 (File No. 000-55544) initially filed on December 9, 2015 (as the same may shall be amended from time to time, ); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and bylaws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iii) execute, close, service close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation 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. The 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 other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing or 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 of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or 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 Investment Company Act). (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, 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 Investment Company 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 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 Fund hereby 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 board Board of directors Directors of the Corporation (the “Board of Directors”)Fund, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement, as Fund’s filings with the same may be amended from time to timeSecurities and Exchange Commission, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the CorporationFund’s certificate articles of incorporation and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationFund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Fund; (iii) execute, close, service close and monitor the CorporationFund’s investments; (iv) determine the securities and other assets that the Corporation Fund will purchase, retain retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation Fund with such other investment advisory, research and related services as the Corporation Fund may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the discretion, 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 other purchase or sale transactions on behalf of the CorporationFund. In the event that the Corporation Fund determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the CorporationFund’s behalf, subject to the oversight and approval of the Fund’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Fund through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 CorporationFund’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 CorporationFund, subject in all cases to the oversight of the Adviser and the CorporationFund. The Adviser, and not the CorporationFund, 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, the Investment Advisers 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) For The Adviser shall for all purposes herein provided, the Adviser shall 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 Fund in any way or otherwise be deemed an agent of the CorporationFund. (e) The Adviser shall keep and preserve, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Fund and shall specifically maintain all books and records with respect to the CorporationFund’s portfolio transactions and shall render to the Fund’s 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 Fund are the property of the Corporation Fund and shall will 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. (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 Fund, and shall provide the Fund at such times in the future as the Fund 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 Company hereby 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 review by and the supervision overall control of the board Board of directors Directors of the Corporation Company (the “Board of DirectorsBoard”), for the period and upon the terms and conditions herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statementreports and/or registration statements that the Company files with the Securities and Exchange Commission (the “SEC”) from time to time; (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws (each as the same may be amended from time to time, ); and (iiiii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term term, and subject to the provisions of of, this Agreement, Agreement (iA) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein therein, and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iiiC) execute, close, monitor and service and monitor the CorporationCompany’s investments; (ivD) determine the securities and other assets that the Corporation Company will purchase, retain retain, or sell; (E) perform due diligence on prospective portfolio companies; and (vF) provide the Corporation 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. The 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 negotiation, execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire obtain debt financing (or to refinance existing debt such financing), the Adviser shall arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Board of DirectorsBoard. If it is necessary or appropriate, in the good faith judgment of the Adviser, for the Adviser Company to make investments on behalf of the Corporation through a subsidiary or special purpose vehicle, the Adviser shall have the 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 Investment Company Actvehicle. (b) The Adviser hereby accepts such employment employment, and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the The Adviser is hereby authorized, but not required, 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 CorporationCompany’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 CorporationCompany, subject in all cases to the oversight of the Adviser and the CorporationCompany. The Adviser, and not the CorporationCompany, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall, for all purposes herein 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 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, the Adviser shall keep and preserve, in the manner and for the period that would be applicable to investment companies registered under required by the Investment Company Act, any books and records relevant to the provision of its investment advisory services to the CorporationCompany, and shall specifically maintain all books and records with respect to the CorporationCompany’s portfolio transactions 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 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 Board of directors Directors of the Corporation (the “Board of Directors”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement, dated [ ], as the same may be amended from time to timetime , (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iii) execute, close, service close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; perform due diligence on prospective portfolio companies; and (vvi) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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 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.

Duties of the Adviser. (a) The Corporation hereby 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 (the “Board of Directors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statementregistration statement on Form N-2 submitted or filed by the Corporation with the Securities and Exchange Commission, as the same may be amended from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation charter and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iii) execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain or sell; and (v) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation 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 Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For all purposes herein 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, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, any books and records relevant to the provision of its investment advisory services to the Corporation, shall specifically maintain all books and records 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 hereby 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 (the “Board of Directors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCorporation’s filings with the Securities and Exchange Commission (the “SEC”), as the same may be supplemented, amended or superseded from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law laws and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iii) execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain or sell; and (v) provide the Corporation 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; and (vi) make an investment committee and personnel available to the Corporation so that it may provide all necessary Management Services to the Managed Subsidiaries. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation 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 Board of Directors. If the Adviser determines it is necessary for the Adviser appropriate to make investments on behalf of the Corporation through form a subsidiary or special purpose vehiclevehicle through which the Corporation may indirectly make investments, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle vehicle, to cause the Corporation to provide Management Services to such subsidiaries, and to make such investments through such subsidiary or special purpose vehicle in accordance with the Investment Company Actapplicable law. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For all purposes herein 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, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, any books and records relevant to the provision of its investment advisory services to the Corporation, shall specifically maintain all books and records 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 hereby 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 Board of directors Directors of the Corporation (the “Board of Directors”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration StatementStatement on Form N-2, dated December 22, 2022, as the same may shall be amended from time to timetime (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act, and (iii) during the Investment Advisers Act and term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iii) execute, close, monitor and service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; and (v) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or 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 Investment Company Act). (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the The Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, Adviser and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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 preserveagrees to maintain, in the manner form and for the period required by Rule 31a-2 under the Investment Company Act or such longer period as the Corporation may direct, all records relating to the services rendered by the Adviser hereunder and the Corporation's investments made by the Adviser as are required by Section 31 under the Investment Company Act, and rules and regulations thereunder, and by other applicable legal provisions, including the Advisers Act, the Securities Exchange Act of 1934, as amended, the Commodities Exchange Act, and the respective rules and regulations thereunder, and the Corporation’s compliance policies and procedures, and to preserve such records for the periods and in the manner required by that would be applicable to investment companies registered Section, and those rules, regulations, legal provisions and compliance policies and procedures. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, any books records required to be maintained and records relevant preserved pursuant to the provision provisions of its investment advisory services to Rule 31a-1 and Rule 31a-2 promulgated under the Corporation, shall specifically maintain all books and records with respect to Investment Company Act which are prepared or maintained by the Corporation’s portfolio transactions and shall render to the Board Adviser on behalf 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 be surrendered promptly to the Corporation any such records upon the Corporation’s on request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation hereby 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 Board of directors Directors of the Corporation (the “Board of Directors”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration StatementStatement on Form N-2, dated June 25, 2010, as the same may shall be amended from time to timetime (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act, and (iii) during the Investment Advisers Act and term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iii) execute, close, monitor and service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; and (v) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or 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 Investment Company Act). (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the The Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, Adviser and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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 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.

Duties of the Adviser. (a) The Corporation hereby 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 Board of directors Directors of the Corporation (the “Board of Directors”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement, as the same may be amended from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iii) execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; and (v) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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 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.

Duties of the Adviser. (a) The Corporation hereby 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 Board of directors Directors of the Corporation (the “Board of DirectorsBoard”), for the period and upon the terms herein set forth, in accordance with, (i) in accordance with 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 Registration StatementCorporation’s Annual Report on Form 10-K, as filed with the same may be amended from time to timeSecurities and Exchange Commission (the “SEC”) on February 12, 2019; (ii) in accordance with the Investment Company Act, the Investment Advisers Act and and (iii) all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, , (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; ; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); Corporation; (iii) execute, close, service close and monitor the Corporation’s investments; ; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; and ; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing 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 of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 hereunderproviding the investment advisory services required to be provided by the Adviser under Section 1(a) hereof. Specifically, the Adviser may retain a Sub-Sub- Adviser to recommend specific securities or other investments based upon the Corporation’s investment objective objectives 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers 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) For The Adviser, and any Sub-Adviser, shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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 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 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 Board of directors Directors of the Corporation (the “Board of Directors”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement, dated [ ], 2011, as the same may be amended from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers 1940 Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate of incorporation charter and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iii) execute, close, service close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; perform due diligence on prospective portfolio companies; and (vvi) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company 1940 Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company 1940 Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers 1940 Act and other applicable federal and state law. (d) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, 1940 Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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 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.

Duties of the Adviser. (a) The Corporation hereby 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 Board of directors Directors of the Corporation (the “Board of Directors”)Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration Statement, as Corporation’s filings with the same may be amended from time to timeSecurities and Exchange Commission, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state law laws, rules and (iii) in accordance with regulations, and the Corporation’s certificate of incorporation and bylawsby-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Corporation; (iii) execute, close, service close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vvi) provide the Corporation 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. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser shall will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or 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 Investment Company Act. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers 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) For The Adviser shall for all purposes herein provided, the Adviser shall 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, in the manner and preserve for the period that would be applicable to investment companies registered under required by the Investment Company Act, Act any books and records relevant to the provision of its investment advisory services to the Corporation, Corporation and shall specifically maintain all books and records 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 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 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 Company hereby employs 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 board of directors of the Corporation Company (the “"Board of Directors”"), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCompany's filings with the Securities and Exchange Commission, as the same may be amended from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s certificate of incorporation Company's charter and bylaws, each as amended or restated 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) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies)Company; (iii) execute, close, service and monitor the Corporation’s Company's investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain or sell; and (v) perform due diligence on prospective portfolio companies and their sponsors; and (vi) provide the Corporation 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 fundsassets. 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 other purchase or sale transactions on behalf of the CorporationCompany. 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 Corporation’s Company's behalf, subject to the oversight and approval of the Board of Directors. If it is necessary or convenient for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or special purpose vehicle or to otherwise form such subsidiary or 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 Investment Company Act. (b) The Adviser hereby xxxxxx accepts such employment retention as investment adviser and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 Corporation’s 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 CorporationCompany, subject in all cases to the oversight of the Adviser and the CorporationCompany. The Adviser, and not the CorporationCompany, 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, the Investment Advisers Act and other applicable federal and state law. (d) For all purposes herein 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 Company in any way or otherwise be deemed an agent of the CorporationCompany. (e) The Adviser shall keep and preserve, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, any books and records relevant to the provision of its investment advisory services to the CorporationCompany, shall specifically maintain all books and records with respect to the Corporation’s Company'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 Corporation’s Company's request, provided that the Adviser may retain a copy of such records.

Duties of the Adviser. (a) The Corporation hereby 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 (the “Board of Directors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Registration StatementCorporation’s filings with the Securities and Exchange Commission (the “SEC”), as the same may be supplemented, amended or superseded from time to time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and all other applicable federal and state law laws and (iii) in accordance with the Corporation’s certificate of incorporation and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation (including performing due diligence on prospective portfolio companies); (iii) execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain or sell; and (v) provide the Corporation 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; and (vi) make an investment committee and personnel available to the Corporation so that it may provide all necessary Management Services to the Managed Subsidiaries. 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 other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation 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 Board of Directors. If the Adviser determines it is necessary for the Adviser appropriate to make investments on behalf of the Corporation through form a subsidiary or special purpose vehiclevehicle through which the Corporation may indirectly make investments, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle vehicle, to cause the Corporation to provide Management Services to such subsidiaries, and to make such investments through such subsidiary or special purpose vehicle in accordance with the Investment Company Actapplicable law. (b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, 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 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 in all cases to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, 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, the Investment Advisers Act and other applicable federal and state law. (d) For all purposes herein 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, in the manner and for the period that would be applicable to investment companies registered under the Investment Company Act, any books and records relevant to the provision of its investment advisory services to the Corporation, shall specifically maintain all books and records 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.