Common use of Representations and Warranties of the Adviser Clause in Contracts

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust Funds as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act and will continue to the extent required therebybe so registered so long as this Agreement remains in effect; (b) The Adviser will immediately notify the Sub-Adviser of the occurrence of any event that would substantially impair the Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act. The Adviser will promptly notify the Funds and the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or the Adviser. The Adviser will also promptly notify the Sub-Adviser if it is dissolved or becomes bankrupt or insolvent as defined under the provisions of title 11 of the United States Code, 11 U.S.C. Section 101 et seq., as amended, modified or supplemented from time to time; (c) The Adviser will notify the Sub-Adviser immediately upon detection of any material breach of any of the Fund(s)’ or the Adviser’s policies, guidelines or procedures; (d) The Adviser is fully authorized under all applicable law to enter into this Agreement and serve as Adviser to the Funds and to perform the services described under this Agreement; (e) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Oklahoma with the power to own and possess its assets and carry on its business as it is now being conducted; (cf) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directorsmembers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (dg) This Agreement is a valid and binding agreement of the Adviser; (h) The Form ADV of the Adviser as previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects as of its filing date, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (ei) The Adviser shall provide not divert any Fund’s portfolio securities transactions to the Sub-Adviser a complete copy broker or dealer in consideration of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy such broker or dealer’s promotion or sales of shares of the Sub-Adviser’s Form ADV (a copy Fund, any other series of which is attached as Exhibit B) at least 48 hours prior to the execution of this AgreementTrust, or any other registered investment company; and (gj) The Adviser agrees to maintain an appropriate level of errors and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreementomissions and professional liability insurance coverage.

Representations and Warranties of the Adviser. The Adviser represents hereby makes the following representations and warrants warranties to the Sub-Adviser Adviser, which representations and warranties shall continue for so long as this Agreement remains in effect, and if at any time any event occurs that would make any of the Trust as follows:representations or warranties not true, the party making such representation or warranty shall promptly notify the other party in writing (including via e-mail) within ten (10) days of such event. (a) The Adviser is duly organized, validly existing and will remain registered as an investment adviser in good standing under the Advisers Act laws of the jurisdiction in which it was incorporated or otherwise organized and has full power and authority to execute and perform this Agreement. The Adviser conducts its business in compliance in all material respects with the extent required thereby;requirements of all applicable laws and regulations. (b) The execution and delivery of this Agreement and the consummation of the transactions provided herein will not violate any agreement to which the Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as party or by which it is now being conducted;bound, or violate any law, regulation or order applicable to the Adviser. (c) The execution, delivery Adviser will comply in all material respects with the requirements of the Advisers Act and performance by any other applicable law or regulation with respect to the Adviser of this Agreement are within Client and the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect subject matter of, or filing withtransactions contemplated by, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;. (d) The Form ADV There is no litigation or regulatory proceeding pending or, to the knowledge of the Adviser, threatened against the Adviser as provided that could materially affect the Adviser’s ability to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances carry out its duties under which they were made, not misleading;this Agreement. (e) The Adviser shall provide to has reviewed the Client’s investment goals, objectives, limitations and restrictions with the Client in accordance with its standard procedures for evaluating the suitability of investment products and has deemed, in its judgment, that Sub-Adviser’s services are suitable for Client. The Adviser will notify the Sub-Adviser promptly of any changes in a complete copy of each amendment to its Form ADV;Client’s investment objectives or restrictions. (f) The Adviser acknowledges has reviewed all authorizing documentation from the Client and is satisfied that it received a copy of such documentation authorizes the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior Client to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreementhire an investment manager.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV;. (f) The Adviser acknowledges confirms that it received a copy of not less than forty-eight hours prior to entering into this Agreement, the Sub-Adviser’s Adviser has delivered to the Adviser a document designated as "Form ADV ADV-Part II (a copy of which is attached as Exhibit B) at least 48 hours )". The Sub-Adviser has advised the Adviser that it has made such delivery pursuant to the requirement of federal law that the Sub-Adviser deliver a written disclosure statement of this nature to the Adviser prior to the its execution of this Agreement. The Adviser acknowledges that it has reviewed and understood the disclosure in such Form ADV-Part II; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act and will continue to the extent required therebybe so registered so long as this Agreement remains in effect; (b) The Adviser will immediately notify the Sub-Adviser of the occurrence of any event that would substantially impair the Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or the Adviser; (c) The Adviser is fully authorized under all applicable law to enter into this Agreement and serve as Adviser to the Funds and to perform the services described under this Agreement; (d) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directorsmembers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (df) The Form ADV This Agreement is a valid and binding agreement of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser agrees to maintain an appropriate level of errors and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreementomissions or professional liability insurance coverage.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust Funds as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act and will continue to the extent required therebybe so registered so long as this Agreement remains in effect; (b) The Adviser will immediately notify the Sub-Adviser of the occurrence of any event that would substantially impair the Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act. The Adviser will also promptly notify the Funds and the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or the Adviser; (c) The Adviser will notify the Sub-Adviser immediately upon detection of any material breach of any of the Fund(s)’ or the Adviser’s policies, guidelines or procedures; (d) The Adviser is fully authorized under all applicable law to enter into this Agreement and serve as Adviser to the Funds and to perform the services described under this Agreement; (e) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Oklahoma with the power to own and possess its assets and carry on its business as it is now being conducted; (cf) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directorsmembers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (dg) This Agreement is a valid and binding agreement of the Adviser; (h) The Form ADV of the Adviser as previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects as of its filing date, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (ei) The Adviser shall provide not divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Sub-Adviser a complete copy Fund, any other series of each amendment to its Form ADVthe Trust, or any other registered investment company; (fj) The Adviser acknowledges that it received a copy agrees to maintain an appropriate level of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser errors and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreementomissions and professional liability insurance coverage.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV;. (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s 's Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.

Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Sub-Adviser and the Trust as follows: (ai) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation limited liability company duly organized organized, validly existing, and validly existing in good standing under the laws of the State of California with the power Delaware and is fully authorized to own and possess its assets enter into this Agreement and carry on out its business as it is now being conductedduties and obligations hereunder; (cii) The execution, delivery and performance by the Adviser is registered with applicable regulators in each capacity in which it is required to register to perform its duties with respect to the Fund, and under this Agreement, including for the avoidance of doubt, as a commodity pool operator (“CPO”) with the U.S. Commodity Futures Trading Commission (the “CFTC”) and as an investment adviser with the SEC under the Advisers Act, and will continue to be so registered and, so long as this Agreement are within the Adviser’s powers and have been duly authorized by remains in effect, maintain all necessary action on governmental, self-regulatory and exchange licenses and approvals required to perform its duties with respect to the part of its Board of DirectorsFund, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of under this Agreement, and the executionhas effected all necessary filings and registrations with each applicable regulatory body, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable lawif required, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and; and (giii) The the Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust have duly entered into with a copy of that code, together with evidence of its adoption. Within 20 days of the Advisory end of each calendar quarter during which this Agreement pursuant remains in effect, the chief compliance officer of the Adviser shall certify to which the Trust authorized that the Adviser has complied with the requirements of Rule 17j-1 (as amended from time to enter into this Agreementtime) during the previous quarter and that there have been no violations of the Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Trust, the Adviser shall permit representatives of the Trust to examine the reports (or summaries of the reports) required to be made to the Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act and will continue to the extent required therebybe so registered so long as this Agreement remains in effect; (b) The Adviser will immediately notify the Sub-Adviser of the occurrence of any event that would substantially impair the Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act; (c) The Adviser is fully authorized under all applicable law to enter into this Agreement and serve as Adviser to the Funds and to perform the services described under this Agreement; (d) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directorsmembers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (df) The Form ADV This Agreement is a valid and binding agreement of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser agrees to maintain an appropriate level of errors and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreementomissions or professional liability insurance coverage.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser Adviser under the Advisers Act to the extent required therebyAct; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of DirectorsDirectors and by the Trust, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s 's governing instruments or the Trust's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the AdviserAdviser or the Trust; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s 's Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (gf) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.

Representations and Warranties of the Adviser. The Adviser represents represents, warrants, and warrants covenants to the Sub-Adviser and the Trust as follows: (a) 4.1. The Adviser has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; 4.2. The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws Act. None of the State of California with the power to own and possess Adviser, its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect ofaffiliates, or filing withany officer, any governmental bodymanager, agency partner or official is required on the part employee of the Adviser for or its affiliates is subject to any event set forth in Section 9 of the execution, delivery and performance by 1940 Act that would disqualify the Adviser of this Agreement, and from acting as an investment adviser to an investment company under the execution, delivery and performance by the 1940 Act. The Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to will promptly notify the Sub-Adviser is a true and complete copy upon the Adviser’s discovery of an occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the form as currently filed 1940 Act or otherwise. The Adviser agrees to comply with the SEC requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Securities Exchange Act of 1934, as amended, the Commodity Exchange Act (“CEA”) and the information contained therein is accurate rules and complete regulations thereunder, as applicable, as well all other applicable federal and state laws, rules, regulations and case law that relate to the Adviser’s services described hereunder and to the conduct of its business as a registered investment adviser and to maintain all licenses and registrations necessary to perform its duties hereunder in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) good order. The Adviser shall provide maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the foregoing; 4.3. The Adviser has the authority under the Investment Advisory Agreement to appoint the Sub-Adviser a complete copy Adviser, subject to approval and oversight of each amendment to its Form ADVthe Board; (f) 4.4. The Adviser acknowledges further represents and warrants that it has received a copy of the Sub-Adviser’s current Form ADV (a copy ADV; 4.5. The Adviser has provided the Sub-Adviser with each Fund’s most current prospectus and statement of which is attached additional information contained in the Trust’s registration statement and the Investment Policies, as Exhibit B) at least 48 hours prior in effect from time to time. The Adviser shall promptly furnish to the execution Sub-Adviser copies of this Agreementall material amendments or supplements to the foregoing documents; 4.6. The Adviser or its delegate will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in, the Fund; and (g) 4.7. The Adviser or its delegate will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Sub-Adviser to enter into this Agreementperform its responsibilities hereunder.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust Company as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California Virginia, with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, ; (ii) the Adviser’s governing instruments, ; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and; (ge) The Adviser and the Trust Company have duly entered into the Advisory Agreement pursuant to which the Trust Company authorized the Adviser to enter into this Agreement; and (f) The Adviser and the Company have policies and procedures designed to detect and deter disruptive trading practices, including “market timing,” and the Adviser and the Company each agree that they will continue to enforce and abide by such policies and procedures, as amended from time to time, and comply with all existing and future laws relating to such matters or to the purchase and sale of interests in the Funds generally.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust BDC as follows: (a) The Adviser is and will remain shall be registered as an investment adviser under the Advisers Act to as of the extent required therebydate the BDC commences investment operations and shall maintain such registration; (b) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Part 2 of the Adviser’s most recent Form ADV that will be filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Adviser as Advisers Act, and that will be provided to the Sub-Adviser is Adviser, shall be a true and complete copy of the form as currently filed form. The Adviser will promptly provide the Sub-Adviser with the SEC and the information contained therein is accurate and a complete in copy of all material respects and does not omit subsequent amendments to state any material fact necessary in order to make the statements made, in light Part 2 of the circumstances under which they were made, not misleadingits Form ADV; (e) The Adviser shall provide and the BDC have duly entered into the Advisory Agreement pursuant to which the Sub-BDC authorized the Adviser a complete copy of each amendment to its Form ADVenter into this Agreement; (f) The Adviser shall comply in all material respects with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act; (g) The Adviser has implemented anti-money laundering policies and procedures that are reasonably designed to comply with applicable provisions of the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001 and any other applicable anti-money laundering laws and regulations; (h) To the Adviser’s knowledge, the assets of the BDC, were (A) not and are not directly or indirectly derived from activities that may contravene applicable laws and regulations, including anti-money laws and regulations and the laws, regulations and Executive Orders administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and (B) derived from the offering of the BDC’s interests; (i) The Adviser (or any person controlling or controlled by the Adviser, any person having a beneficial interest in the Adviser, or any person for whom the Adviser is acting as agent or nominee in connection with the BDC) is not (A) an individual or entity named on any available lists of known or suspected terrorists, terrorist organizations or of other sanctioned persons issued by the United States government and the government(s) of any jurisdiction(s) in which the Adviser is doing business, including the SDN List administered by OFAC, as such list may be amended from time to time; (B) an individual or entity otherwise prohibited by the OFAC sanctions programs; or (C) a current or former senior foreign political figure (“SFPF”) or politically exposed person (“PEP”), or an immediate family member or close associate of such an individual; (j) The Adviser, upon reasonable request by the Sub-Adviser, will provide such information as the Sub-Adviser may need to satisfy applicable anti-money laundering laws and regulations; and (k) The Adviser acknowledges and agrees that: (i) the Sub-Adviser and its affiliates perform investment advisory services for various clients and accounts (which includes registered investment companies and the Sub-Adviser’s own accounts, collectively, the “Advisory Clients”). The Adviser agrees that the Sub-Adviser may give advice and take action with respect to any of its other clients or accounts which may differ from advice given or the timing or nature of action taken with respect to any client or account so long as it is the Sub-Adviser’s policy, to the extent practicable, to recommend for allocation and/or allocate investment opportunities to the client or account on a fair and equitable basis relative to its other clients and accounts. It is understood that the Sub-Adviser shall not have any obligation to recommend for purchase or sale any loans which its principals, affiliates or employees may purchase or sell for its or their own accounts or for any other client or account if, in the opinion of the Sub-Adviser, such transaction or investment appears unsuitable, impractical or undesirable for the Adviser (on behalf of the BDC); (ii) the Sub-Adviser and its affiliates may aggregate purchase or sale orders for Advisory Clients and hold proprietary positions in accordance with its current aggregation and allocation policy, but only if (x) in the Sub-Adviser’s reasonable judgment such aggregation results in an overall economic or other benefit to the assets taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses and factors and (y) the Sub-Adviser’s actions with respect to aggregating orders for multiple Advisory Clients, as well as the Adviser (on behalf of the BDC), are consistent with applicable law. However, the Sub-Adviser is under no obligation to aggregate any such orders under any circumstances; (iii) the Adviser further acknowledges that it received circumstances may arise under which the Sub-Adviser determines there is a copy limited supply or demand for a particular security. Under such circumstances, the Sub-Adviser shall recommend for allocation and/or allocate such security to the Adviser (on behalf of the BDC) and the Advisory Client in accordance with its then-current aggregation and allocation policy and in a fair and equitable manner consistent with its fiduciary duties owed to the Adviser and such other Advisory Clients; (iv) as a regular part of the restructuring and advisory practice of an affiliate of the Sub-Adviser (the “Restructuring Affiliate”), the Restructuring Affiliate advises debtors and creditors in connection with out-of-court debt restructurings and workouts and with bankruptcy proceedings. The Restructuring Affiliate also serves as adviser to official creditor committees established pursuant to such proceedings. In situations in which an issuer of an investment recommended to the Adviser (on behalf of the BDC) (or a creditor or group of creditors of such issuer) is a client or potential client of the Restructuring Affiliate (any such investment, a “Conflicted Investment”), the Sub-Adviser may recommend the sale of the Conflicted Investment or take such other actions as reasonably necessary to the extent deemed advisable by the Restructuring Affiliate, in consultation with the Sub-Adviser’s compliance officer, in order to avoid actual or perceived conflicts of interest with the restructuring and reorganization advisory practice, whether or not such recommended disposition or other actions would otherwise be in the best interests of the Adviser (or the BDC); provided, however, in each case any recommendation or action on the part of the Sub-Adviser must be in compliance with the 1940 Act. Further, there may also be instances in which the work of the Restructuring Affiliate prevents the Sub-Adviser from recommending the purchase of an investment. Notwithstanding anything to the contrary contained elsewhere herein, due to certain confidentiality obligations which the Restructuring Affiliate may be subject to, the Sub-Adviser shall not be obligated to inform the Adviser at the time of any action related to Conflicted Investments; (v) the Adviser acknowledges receipt of Part 2 of the Sub-Adviser’s Form ADV (a copy filed with the Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, which states information relative to the Sub-Adviser’s investment and brokerage policies and other important matters, and which the Sub-Adviser warrants is attached as Exhibit B) the current filing of such form, at least 48 hours prior to the execution of this Agreement, as required by Rule 204-3 under the Advisers Act; (vi) the Adviser acknowledges that the Sub-Adviser makes no warranty that any investments recommended by the Sub-Adviser hereunder will not depreciate in value or at any time not be affected by adverse tax consequences, nor does it give any warranty as to the performance or profitability of the assets or the success of any investment strategy recommended by the Sub-Adviser; and (gvii) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.acknowledges that it has received, read and understood the Sub-Adviser’s disclosures regarding conflicts of interest attached hereto as Exhibit B.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust Funds as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act and will continue to the extent required therebybe so registered so long as this Agreement remains in effect; (b) The Adviser will immediately notify the Sub-Adviser of the occurrence of any event that would substantially impair the Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act. The Adviser will also promptly notify the Funds and the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or the Adviser; (c) The Adviser will notify the Sub-Adviser immediately upon detection of any material breach of any of the Fund(s)’ or the Adviser’s policies, guidelines or procedures; (d) The Adviser is fully authorized under all applicable law to enter into this Agreement and serve as Adviser to the Funds and to perform the services described under this Agreement; (e) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (cf) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directorsmembers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (dg) This Agreement is a valid and binding agreement of the Adviser; (h) The Form ADV of the Adviser as previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects as of its filing date, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (ei) The Adviser shall provide not divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Sub-Adviser a complete copy Fund, any other series of each amendment to its Form ADVthe Trust, or any other registered investment company; (fj) The Adviser acknowledges that it received a copy agrees to maintain an appropriate level of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser errors and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreementomissions and professional liability insurance coverage.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: that: (ai) The Adviser it is and will remain registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to the extent required thereby; be so registered or licensed, (bii) The Adviser it is a corporation duly organized and validly existing under existing, and is authorized to enter into this Agreement and to perform its obligations hereunder; (iii) neither the laws execution or delivery of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance this Agreement by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part nor its performance of its Board of Directors, and no action by or in respect of, or filing obligations hereunder shall conflict with, any governmental bodyviolate, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene breach or constitute a default under (i) any term or provision of applicable lawits constituent or governing documents or any indenture, rule or regulationmortgage, (ii) the Adviser’s governing instrumentsdeed of trust, or (iii) any agreementinstrument, judgment, injunction, order, decree agreement or other instrument binding upon document to which the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true party or by which it is bound or to which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the Adviser or any of its assets; and complete copy (iv) the most recent Registration Statement or amendment, with respect to the disclosure about the Adviser or information relating, directly or indirectly, to the Adviser, the Registration Statement contains, as of the form as currently filed with the SEC and the information contained therein is accurate and complete in all date hereof, no untrue statement of any material respects fact and does not omit any statement of a material fact, which was required to state any material fact be stated therein or necessary in order to make the statements madecontained therein, in light of the circumstances under which they were made, not misleading; (e) . The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges represents and warrants that it received a copy notice of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior appointment has been given to the execution of this Agreement; and (g) The Adviser Series’ custodian and the Trust have duly entered into Adviser further represents and warrants that the Advisory Agreement pursuant to which Series is a qualified institutional buyer as that term is defined in Rule 144A under the Trust authorized Securities Act of 1933, as amended and that the Adviser to enter into this AgreementSeries is not a “restricted person” under Rule 5130 and Rule 5131 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and thus is not prohibited from participating in the allocation of initial public offerings of equity securities offered by FINRA members.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust Funds as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act and will continue to the extent required therebybe so registered so long as this Agreement remains in effect; (b) The Adviser will immediately notify the Sub-Adviser of the occurrence of any event that would substantially impair the Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act. The Adviser will promptly notify the Funds and the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or the Adviser. The Adviser will also promptly notify the Sub-Adviser if it is dissolved or becomes bankrupt or insolvent as defined under the provisions of title 11 of the United States Code, 11 U.S.C. Section 101 et seq., as amended, modified or supplemented from time to time; (c) The Adviser will notify the Sub-Adviser immediately upon detection of any material breach of any of the Fund(s)’ or the Adviser’s policies, guidelines or procedures; (d) The Adviser is fully authorized under all applicable law to enter into this Agreement and serve as Adviser to the Funds and to perform the services described under this Agreement; (e) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Oklahoma with the power to own and possess its assets and carry on its business as it is now being conducted; (cf) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directorsmembers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (dg) This Agreement is a valid and binding agreement of the Adviser; (h) The Form ADV of the Adviser as previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects as of its filing date, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (ei) The Adviser shall provide not divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Sub-Adviser a complete copy Fund, any other series of each amendment to its Form ADVthe Trust, or any other registered investment company; (fj) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior agrees to the execution of this Agreement; and (g) The Adviser maintain errors and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreementomissions and professional liability insurance coverage.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust SHIM as follows: (a) The Adviser is has the full power and will remain registered authority to enter into this Agreement, to serve as an the investment adviser under the Advisers Act to the extent required thereby;Fund and the Subsidiary and to perform the services and its obligations described under this Agreement. (b) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no further action by or in respect of, or filing with, any governmental body, agency or official is required on the its part of the Adviser for the execution, delivery and performance by the Adviser of to authorize this Agreement, and the . (d) The execution, delivery and performance by the Adviser of this Agreement do not contravene violate or constitute result in a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;. (e) The Adviser shall provide is registered with applicable regulators in each capacity in which it is required to register to perform its duties with respect to the Sub-Adviser a complete copy of each amendment Trust, the Fund and the Subsidiary, and under this Agreement and will continue to its Form ADV;be so registered, if required, so long as this Agreement remains in effect. (f) The This Agreement and each other agreement, instrument or document to be executed and delivered by the Adviser acknowledges that it received a copy pursuant to this Agreement constitutes the legal, valid and binding obligation of the Sub-Adviser’s Form ADV (a copy , enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency and other laws and equitable principles affecting creditors’ rights generally and the discretion of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; andcourts in granting equitable remedies. (g) The Adviser or an affiliate of the Adviser serves as the commodity pool operator of the Fund and the Trust have duly entered into Subsidiary. (h) Each of the Advisory Agreement pursuant to which Fund, the Trust authorized Trust, and the Adviser to enter into this AgreementSubsidiary will be as of the date the Subsidiary commences trading activities, “qualified eligible persons” as defined in the CEA.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust Fund as follows: (a) The Adviser is and will remain shall be registered as an investment adviser under the Advisers Act to as of the extent required therebydate the Fund commences investment operations and shall maintain such registration until the expiration or termination of this Agreement; (b) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of Adviser has duly entered into the Advisory Agreement with the Fund pursuant to which the Fund authorized the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleadingenter into this Agreement; (e) The Adviser shall provide comply in all material respects with all requirements applicable to the Sub-Adviser investment adviser to a complete copy of each amendment to its Form ADVregistered investment company like the Fund under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act; (f) Subject to Section 11 of this Agreement, the Adviser acknowledges and agrees that: (i) the Sub-Adviser and its affiliates perform investment advisory services for various clients and accounts (which includes registered investment companies, business development companies and other clients and proprietary accounts, collectively, the “Advisory Clients”). The Adviser acknowledges agrees that the Sub-Adviser may give advice and take action with respect to any of its other Advisory Clients, in accordance with the investment objectives and strategies of such other Advisory Clients, which may differ from advice given or the timing or nature of action taken with respect to the Fund, so long as it received is the Sub-Adviser’s policy, to the extent practicable, to recommend for allocation and/or allocate investment opportunities to the Fund on a copy fair and equitable basis relative to its other Advisory Clients. It is understood that the Sub-Adviser shall not have any obligation to recommend for purchase or sale any loans or securities which its principals, affiliates or employees may purchase or sell for its or their own accounts or for any other Advisory Clients if, in the opinion of the Sub-Adviser, such transaction or investment appears unsuitable, impractical or undesirable for the Fund; (ii) the Sub-Adviser and its affiliates may aggregate purchase or sale orders for Advisory Clients (including proprietary positions) in accordance with its current aggregation and allocation policy, but only if (x) in the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior reasonable judgment such aggregation results in an overall economic or other benefit to the execution of this Agreementassets taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses and factors and (y) the Sub-Adviser’s actions with respect to aggregating orders for multiple Advisory Clients, as well as the Fund, are consistent with applicable law. However, the Sub-Adviser is under no obligation to aggregate any such orders under any circumstances; (iii) that circumstances may arise under which the Sub-Adviser determines there is a limited supply or demand for a particular security. Under such circumstances, the Sub-Adviser shall recommend for allocation and/or allocate such security to the Fund and the Advisory Client in accordance with its then-current aggregation and allocation policy, the Adviser’s then-current allocation policy and any applicable exemptive orders, and in a fair and equitable manner consistent with its fiduciary duties owed to the Fund and such other Advisory Clients; and (giv) The the Sub-Adviser and makes no warranty that any investments recommended by the Trust have duly entered into Sub-Adviser hereunder will not depreciate in value or at any time not be affected by adverse tax consequences, nor does it give any warranty as to the Advisory Agreement pursuant to which performance or profitability of the Trust authorized assets or the Adviser to enter into this Agreementsuccess of any investment strategy recommended by the Sub-Adviser.

Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Fund and the Sub-Adviser and the Trust as followsthat: (a) The Adviser is has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund as contemplated hereby. (b) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will remain provide the Sub-Adviser with a copy of such code of ethics. (c) The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by Applicable Law. (d) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business be so registered for so long as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or remains in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, effect; (ii) is not prohibited by the Adviser’s governing instrumentsInvestment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement or the Investment Management Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement is in effect, any agreementother applicable federal or state requirements, judgment, injunction, order, decree or other instrument binding upon the Adviser; applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (div) The Form ADV of has the authority to enter into and perform the services contemplated by this Agreement and the Investment Management Agreement between the Adviser as provided to and the Fund; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Fund and the Sub-Adviser if it is a served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. (e) The Adviser has all other governmental, regulatory and self-regulatory registrations, licenses and memberships reasonably necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term of this Agreement; (f) All information provided by the Adviser to the Fund or the Sub-Adviser for use in connection with this Agreement is true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects respects, and does not omit neither such information nor the Investor Materials (but solely with respect to any information therein related to the Adviser) contains any untrue statement of material fact or omits to state any a material fact required or necessary to be stated therein in order to make prevent the statements mademade therein, in light of the circumstances under which they were are made, not from being misleading; (e) The Adviser shall provide ; and, to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy knowledge of the SubAdviser, there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Adviser or any other of its respective principals, managers, members, partners, directors, officers, shareholders, employees, agents or other applicable representatives, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; andregulatory authority or any exchange; (g) The Adviser has provided the Fund and the Trust have duly entered into Sub-Adviser with a copy of its Form ADV and the Advisory supplements thereto, and promptly will furnish a copy of all amendments and supplements thereto to the Sub-Adviser at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. (h) The Adviser will notify the Fund and the Sub-Adviser of any anticipated or actual change of control of the Adviser and any changes in the key personnel who are the portfolio manager(s) of the Fund prior to or promptly after such change(s). To the extent not borne by the Fund, the Adviser agrees to bear all reasonable expenses, if any, arising out of an assignment or change in control of the Adviser. (i) The Adviser will promptly notify the Sub-Adviser of any financial condition that is likely to impair the Adviser’s ability to fulfill its commitment under this Agreement. (j) The Adviser maintains an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Sub-Adviser, will provide appropriate evidence of such insurance coverage to the Sub-Adviser. (k) The execution, delivery and performance of this Agreement pursuant do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party. The Adviser is duly organized, in good standing and validly existing under the Trust authorized the Adviser laws of its jurisdiction of organization, with full power and authority to enter into and perform its duties and obligations under this Agreement. (l) None of the Adviser or its covered persons are subject to a “bad actor” disqualification pursuant to Rule 506(d) of Regulation D, have obtained a waiver from such disqualification or have failed to appropriately disclose any disqualifying event that occurred prior to the effective date of this Agreement. (m) The Adviser shall promptly notify the Sub-Adviser of a change of circumstances which would make any of its representations and warranties in this Section 8 inaccurate, misleading, untrue or incomplete.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust BDC as follows: (a) The Adviser is and will remain shall be registered as an investment adviser under the Advisers Act to as of the extent required therebydate the BDC commences investment operations and shall maintain such registration; (b) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Part 2 of the Adviser’s most recent Form ADV that will be filed with the SEC pursuant to Section 203(c) of the Adviser as Advisers Act, and that will be provided to the Sub-Adviser is Adviser, shall be a true and complete copy of the form as currently filed form. The Adviser will promptly provide the Sub-Adviser with the SEC and the information contained therein is accurate and a complete in copy of all material respects and does not omit subsequent amendments to state any material fact necessary in order to make the statements made, in light Part 2 of the circumstances under which they were made, not misleadingits Form ADV; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust BDC have duly entered into the Advisory Agreement pursuant to which the Trust BDC authorized the Adviser to enter into this Agreement; (f) The Adviser shall comply in all material respects with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act; (g) The Adviser has implemented anti-money laundering policies and procedures that are reasonably designed to comply with applicable provisions of the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, as amended, and any other applicable anti-money laundering laws and regulations; (h) To the Adviser’s knowledge, the assets of the BDC, were (A) not and are not directly or indirectly derived from activities that may contravene applicable laws and regulations, including anti-money laws and regulations and the laws, regulations and Executive Orders administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and (B) derived from the offering of the BDC’s interests; (i) The Adviser (or any person controlling or controlled by the Adviser, any person having a beneficial interest in the Adviser, or any person for whom the Adviser is acting as agent or nominee in connection with the BDC) is not (A) an individual or entity named on any available lists of known or suspected terrorists, terrorist organizations or of other sanctioned persons issued by the United States government and the government(s) of any jurisdiction(s) in which the Adviser is doing business, including the SDN List administered by OFAC, as such list may be amended from time to time; (B) an individual or entity otherwise prohibited by the OFAC sanctions programs; or (C) a current or former senior foreign political figure (“SFPF”) or politically exposed person (“PEP”), or an immediate family member or close associate of such an individual; (j) The Adviser, upon reasonable request by the Sub-Adviser, will provide such information as the Sub-Adviser may need to satisfy applicable anti-money laundering laws and regulations; and (k) The Adviser acknowledges and agrees that: (i) the Sub-Adviser and its affiliates perform investment advisory services for various clients and accounts (which includes registered investment companies, business development companies and other clients and proprietary accounts, collectively, the “Advisory Clients”). The Adviser agrees that the Sub-Adviser may give advice and take action with respect to any of its other Advisory Clients, in accordance with the investment objectives and strategies of such other Advisory Clients, which may differ from advice given or the timing or nature of action taken with respect to the BDC so long as it is the Sub-Adviser’s policy, to the extent practicable, to recommend for allocation and/or allocate investment opportunities to the BDC on a fair and equitable basis relative to its other Advisory Clients. It is understood that the Sub-Adviser shall not have any obligation to recommend for purchase or sale any loans or securities which its principals, affiliates or employees may purchase or sell for its or their own accounts or for any other Advisory Clients if, in the opinion of the Sub-Adviser, such transaction or investment appears unsuitable, impractical or undesirable for the BDC; (ii) the Sub-Adviser and its affiliates may aggregate purchase or sale orders for Advisory Clients (including proprietary positions) in accordance with its current aggregation and allocation policy, but only if (x) in the Sub-Adviser’s reasonable judgment such aggregation results in an overall economic or other benefit to the assets taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses and factors and (y) the Sub-Adviser’s actions with respect to aggregating orders for multiple Advisory Clients, as well as the BDC, are consistent with applicable law. However, the Sub-Adviser is under no obligation to aggregate any such orders under any circumstances; (iii) circumstances may arise under which the Sub-Adviser determines there is a limited supply or demand for a particular security. Under such circumstances, the Sub-Adviser shall recommend for allocation and/or allocate such security to the BDC and the Advisory Client in accordance with its then-current aggregation and allocation policy, the Adviser’s then-current allocation policy and any applicable exemptive orders, and in a fair and equitable manner consistent with its fiduciary duties owed to the BDC and such other Advisory Clients; (iv) as a regular part of the restructuring and advisory practice of an affiliate of the Sub-Adviser (the “Restructuring Affiliate”), the Restructuring Affiliate advises debtors and creditors in connection with out-of-court debt restructurings and workouts and with bankruptcy proceedings. The Restructuring Affiliate also serves as adviser to official creditor committees established pursuant to such proceedings. In situations in which an issuer of an investment recommended to the Adviser (on behalf of the BDC) or a creditor or group of creditors of such issuer) is a client or potential client of the Restructuring Affiliate (any such investment, a “Conflicted Investment”), the Sub-Adviser may recommend the sale of the Conflicted Investment or take such other actions as reasonably necessary to the extent deemed advisable by the Restructuring Affiliate, in consultation with the Sub-Adviser’s compliance officer, in order to avoid actual or perceived conflicts of interest between the best interests of the BDC and its stockholders and the restructuring and reorganization advisory practice, whether or not such recommended disposition or other actions would have been recommended absent the conflict; provided, however, in each case, any recommendation or action on the part of the Sub-Adviser must be in compliance with the 1940 Act. Further, there may also be instances in which the work of the Restructuring Affiliate prevents the Sub-Adviser from recommending the purchase of an investment. Notwithstanding anything to the contrary contained elsewhere herein, due to certain confidentiality obligations which the Restructuring Affiliate may be subject to, the Sub-Adviser shall not be obligated to inform the Adviser of the nature of the Restructuring Affiliate’s participation in any Conflicted Investment at the time of any action related to Conflicted Investments; (v) it has received Part 2 of the Sub-Adviser’s Form ADV filed with the SEC pursuant to Section 203(c) of the Advisers Act, which states information relative to the Sub-Adviser’s investment and brokerage policies and other important matters, and which the Sub-Adviser warrants is the current filing of such form; (vi) the Sub-Adviser makes no warranty that any investments recommended by the Sub-Adviser hereunder will not depreciate in value or at any time not be affected by adverse tax consequences, nor does it give any warranty as to the performance or profitability of the assets or the success of any investment strategy recommended by the Sub-Adviser; and (vii) it has received, read and understood the Sub-Adviser’s disclosures regarding conflicts of interest attached hereto as Exhibit B and such disclosures have been provided to the Board in connection with their consideration of this Agreement.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is has the full power and will remain registered authority to enter into this Agreement, to serve as an the investment adviser under the Advisers Act to the extent required thereby;Fund, and to perform the services and its obligations described under this Agreement. (b) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no further action by or in respect of, or filing with, any governmental body, agency or official is required on the its part of the Adviser for the execution, delivery and performance by the Adviser of to authorize this Agreement, and the . (d) The execution, delivery and performance by the Adviser of this Agreement do not contravene violate or constitute result in a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;. (e) The Adviser shall provide is registered with applicable regulators in each capacity in which it is required to register to perform its duties with respect to the Sub-Adviser a complete copy of each amendment Trust and the Fund, and under this Agreement and will continue to its Form ADV;be so registered, if required, so long as this Agreement remains in effect. (f) The This Agreement and each other agreement, instrument or document to be executed and delivered by the Adviser acknowledges that it received a copy pursuant to this Agreement constitutes the legal, valid and binding obligation of the Sub-Adviser’s Form ADV (a copy of which is attached , enforceable in accordance with its terms, except as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser enforceability may be limited by applicable bankruptcy, insolvency and other laws and equitable principles affecting creditors’ rights generally and the Trust have duly entered into discretion of the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreementcourts in granting equitable remedies.

Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under has been duly authorized by the Advisers Act Board to delegate to the extent required therebySub-Adviser the right and obligation to perform the services as contemplated hereby; (b) The Adviser is a corporation duly organized and validly existing registered with the SEC as an investment adviser under the laws Advisers Act, and such registration is current, materially complete and in material compliance with all applicable provisions of the State of California with Advisers Act and the power to own rules and possess its assets and carry on its business as it is now being conductedregulations thereunder; (c) The executionAdviser has all requisite authority to enter into and execute, delivery deliver and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of perform its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default obligations under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (gd) The Adviser and the Trust have duly entered into the Advisory Adviser’s performance of its obligations under this Agreement pursuant does not conflict with any law, regulation or order to which the Trust authorized Adviser is subject, and (e) The Registration Statement and the Funds’ Prospectuses and Statements of Additional Information (including amendments thereto) contain, no untrue statement of any material fact of which the Adviser has knowledge and do not omit any statement of a material fact of which the Adviser has knowledge which was required to enter into be stated therein or necessary to make the statements contained therein not misleading. The Adviser agrees to notify the Sub-Adviser promptly in writing if any of the representations and warranties contained in this AgreementSection ceases to be accurate in any respect.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement. (h) The Adviser is not required to be a member of the National Futures Association because (i) it is exempt from registration under the Commodity Exchange Act (“CEA”) or (ii) it does not engage in activity that requires such registration. (i) Each Fund is an “eligible contract participant” as defined in Section 1a(18) of the CEA and Commodity Futures Trading Commission (“CFTC”) Rule 1.3(m) thereunder and a “qualified eligible person” as defined in Rule 4.7 of the CFTC. The Adviser consents to each Fund being treated as an exempt account under Rule 4.7 of the CFTC. (j) The Adviser will promptly notify the Sub-Adviser if any of the above representations in this section are no longer true and accurate.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust Fund as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyand shall maintain such registration; (b) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;. The Adviser will promptly provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV. (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust Fund have duly entered into the Advisory Investment Management Agreement pursuant to which the Trust Fund authorized the Adviser to enter into this Agreement. (f) The Adviser shall comply with all requirements applicable to the investment adviser of a limited liability company like the Fund under the Advisers Act and the 1940 Act.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust BDC as follows: (a) The Adviser is and will remain shall be registered as an investment adviser under the Advisers Act to as of the extent required thereby;date the Registration Statement is declared effective and shall maintain such registration. (b) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, other than the filing of a Form ADV with the SEC in connection with the Adviser’s registration as an investment adviser under the Advisers Act (which Form ADV will be filed by the Adviser with the SEC no later than thirty days after the execution of this Agreement) and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, other than the requirement that the Adviser be registered as an investment adviser under the Advisers Act in connection with its provision of investment advisory services to the BDC, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;. (d) The Form ADV of the Adviser as previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;. (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust BDC have duly entered into the Advisory Agreement pursuant to which the Trust BDC authorized the Adviser to enter into this Agreement. (f) The Adviser shall comply with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act and the 1940 Act.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust BDC as follows: (a) The Adviser is and will remain shall be registered as an investment adviser under the Advisers Act to as of the extent required therebydate the BDC commences investment operations and shall maintain such registration; (b) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust BDC have duly entered into the Advisory Agreement pursuant to which the Trust BDC authorized the Adviser to enter into this Agreement; (e) The Adviser shall comply in all material respects with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act; (f) The Adviser has implemented anti-money laundering policies and procedures that are reasonably designed to comply with applicable provisions of the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, as amended, and any other applicable anti-money laundering laws and regulations; (g) To the Adviser’s knowledge, the assets of the BDC (A) were not and are not directly or indirectly derived from activities that may contravene applicable laws and regulations, including anti-money laws and regulations and the laws, regulations and Executive Orders administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and (B) were and are derived from the offering of the BDC’s interests; (h) The Adviser (or any person controlling or controlled by the Adviser, any person having a beneficial interest in the Adviser, or any person for whom the Adviser is acting as agent or nominee in connection with the BDC) is not (A) an individual or entity named on any available lists of known or suspected terrorists, terrorist organizations or of other sanctioned persons issued by the United States government and the government(s) of any jurisdiction(s) in which the Adviser is doing business, including the SDN List administered by OFAC, as such list may be amended from time to time; (B) an individual or entity otherwise prohibited by the OFAC sanctions programs; or (C) a current or former senior foreign political figure or politically exposed person, or an immediate family member or close associate of such an individual; (i) The Adviser, upon reasonable request by the Sub-Adviser, will provide such information as the Sub-Adviser may need to satisfy applicable anti-money laundering laws and regulations; and (j) The Adviser acknowledges and agrees that: (i) the Sub-Adviser and its affiliates perform investment advisory services for various clients and accounts (which includes registered investment companies, business development companies, private funds and other clients and proprietary accounts, collectively, the “Advisory Clients”). The Adviser agrees that the Sub-Adviser may give advice and take action with respect to any of its other Advisory Clients, in accordance with the investment objectives and strategies of such other Advisory Clients, which may differ from advice given or the timing or nature of action taken with respect to the BDC so long as it is the Sub-Adviser’s policy, to the extent practicable, to recommend for allocation and/or allocate investment opportunities to the BDC on a fair and equitable basis relative to its other Advisory Clients. It is understood that the Sub-Adviser shall not have any obligation to recommend for purchase or sale any loans or securities which its principals, affiliates or employees may purchase or sell for its or their own accounts or for any other Advisory Clients if, in the opinion of the Sub-Adviser, such transaction or investment appears unsuitable, impractical or undesirable for the BDC; (ii) the Sub-Adviser and its affiliates may aggregate purchase or sale orders for Advisory Clients (including proprietary positions) in accordance with its current aggregation and allocation policy, but only if (x) in the Sub-Adviser’s reasonable judgment such aggregation results in an overall economic or other benefit to the Advisory Clients and BDC taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses and factors and (y) the Sub-Adviser’s actions with respect to aggregating orders for multiple Advisory Clients, as well as the BDC, are consistent with applicable law. However, the Sub-Adviser is under no obligation to aggregate any such orders under any circumstances; (iii) circumstances may arise under which the Sub-Adviser determines there is a limited supply or demand for a particular security. Under such circumstances, the Sub-Adviser shall recommend for allocation and/or allocate such security to the BDC (and its BDC affiliates, taken as a whole) and the Advisory Client in accordance with its then-current aggregation and allocation policy and any applicable exemptive orders, and in a fair and equitable manner consistent with its fiduciary duties owed to the BDC and such other Advisory Clients; (iv) as a regular part of the restructuring and advisory practice of an affiliate of the Sub-Adviser (the “Restructuring Affiliate”), the Restructuring Affiliate advises debtors and creditors in connection with out-of-court debt restructurings and workouts and with bankruptcy proceedings. The Restructuring Affiliate also serves as adviser to official creditor committees established pursuant to such proceedings. In situations in which an issuer of an investment recommended to the Adviser (on behalf of the BDC or a creditor or group of creditors of such issuer) is a client or potential client of the Restructuring Affiliate (any such investment, a “Conflicted Investment”), the Sub-Adviser may recommend the sale of the Conflicted Investment or take such other actions as reasonably necessary to the extent deemed advisable by the Sub-Adviser, in consultation with the Sub-Adviser’s compliance officer, in order to avoid actual or perceived conflicts of interest between the best interests of the BDC and its stockholders and the restructuring and reorganization advisory practice, whether or not such recommended disposition or other actions would have been recommended absent the conflict; provided, however, in each case, any recommendation or action on the part of the Sub-Adviser must be in compliance with the 1940 Act. Further, there may also be instances in which the work of the Restructuring Affiliate prevents the Sub-Adviser from recommending the purchase of an investment. Notwithstanding anything to the contrary contained elsewhere herein, due to certain confidentiality obligations which the Restructuring Affiliate may be subject to, the Sub-Adviser shall not be obligated to inform the Adviser of the nature of the Restructuring Affiliate’s participation in any Conflicted Investment at the time of any action related to Conflicted Investments; (v) it has received Part 2 of the Sub-Adviser’s Form ADV filed with the SEC pursuant to Section 203(c) of the Advisers Act, which states information relative to the Sub-Adviser’s investment and brokerage policies and other important matters, and which the Sub-Adviser warrants is the current filing of such form; (vi) the Sub-Adviser makes no warranty that any investments recommended by the Sub-Adviser hereunder will not depreciate in value or at any time not be affected by adverse tax consequences, nor does it give any warranty as to the performance or profitability of the assets or the success of any investment strategy recommended by the Sub-Adviser; and (vii) it has received, read and understood the Sub-Adviser’s disclosures regarding conflicts of interest attached hereto as Exhibit B and such disclosures have been provided to the Board in connection with their consideration of this Agreement.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as followsUnderwriter that: (a) The the Adviser has been duly formed and is validly existing as a Delaware limited liability company and in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Pricing Prospectus, the Prospectus and the Registration Statement and to execute and deliver this Agreement; the Adviser had full power and authority to execute and deliver the Investment Advisory Agreement and the Administration Agreement; and the Adviser is duly qualified to do business as a foreign entity and will remain is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a material adverse effect on the business, financial condition, capitalization or regulatory status of such entity, or otherwise reasonably be expected to prevent such entity from carrying out its obligations under the Investment Advisory Agreement or the Administration Agreement, as applicable (collectively, an “Adviser Material Adverse Effect”); (b) the Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the Investment Company Act or the applicable published rules and regulations promulgated thereunder from acting under the Investment Advisory Agreement for the Company as contemplated by the Prospectus. There does not exist any proceeding or, to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under Adviser’s knowledge, any facts or circumstances the laws existence of which could lead to any proceeding which might adversely affect the registration of the State of California Adviser with the power to own and possess its assets and carry on its business as it is now being conductedCommission; (c) The executionthere are no actions, delivery and performance by the Adviser of this Agreement are within suits, claims, proceedings, or to the Adviser’s powers and have been duly authorized by all necessary action on knowledge, investigations pending or, to the part knowledge of the Adviser, threatened to which the Adviser or, to the knowledge of the Adviser, any of its Board officers, partners, or members are or would be a party, or of Directors, and no action by which any of its properties are or would be subject at law or in respect ofequity, or filing withbefore or by any federal, any state, local or foreign governmental or regulatory commission, board, body, agency authority or official is required on agency, except any such action, suit, claim, investigation or proceeding which would not if determined adversely to the part Adviser, (A) have, individually or in the aggregate, an Adviser Material Adverse Effect, or (B) prevent the consummation of the Adviser for the execution, delivery and performance by transactions contemplated hereby; (d) the Adviser is not (i) in violation of this Agreementits limited liability company operating agreement or (ii) in breach of (nor has any event occurred which with notice, lapse of time or both would reasonably be expected to result in any breach or violation) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Adviser is a party or (iii) in contravention of any law, regulation or rule or any decree, judgment or order applicable to the Adviser, except, with respect to clause (ii) and (iii), to the extent that any such breach, violation or contravention would not have an Adviser Material Adverse Effect; and the execution, delivery and performance by of this Agreement, the Investment Advisory Agreement and the Administration Agreement, and consummation of the transactions contemplated hereby and thereby, will not (i) violate the limited liability company operating agreement of the Adviser, or (ii) result in any breach of (nor has any event occurred which with notice, lapse of time or both would reasonably be expected to result in any breach or violation) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Adviser is a party or (iii) contravene any law, regulation or rule or any decree, judgment or order applicable to the Adviser, except, with respect to clause (ii) and (iii), to the extent that any such breach, violation or contravention would not have an Adviser Material Adverse Effect; (e) the execution, delivery and performance of this Agreement, the Investment Advisory Agreement do and the Administration Agreement, and consummation of the transactions contemplated hereby and thereby, will not contravene conflict with, result in any breach of violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would reasonably be expected to result in any breach or violation of or constitute a default under) (i) any provision of applicable law, rule or regulationits limited liability company operating agreement, (ii) other organizational documents of the Adviser’s governing instruments, or (iii) any agreementindenture, judgmentmortgage, injunctiondeed of trust, order, decree bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument binding upon to which the Adviser is a party or (iv) any law, regulation, rule or any decree, judgment or order applicable to the Adviser, except, with respect to clauses (iii) and (iv), to the extent that any such breach, violation or contravention would not have an Adviser Material Adverse Effect; (df) The Form ADV this Agreement, the Investment Advisory Agreement and the Administration Agreement have been duly authorized, executed and delivered by the Adviser; this Agreement, the Investment Advisory Agreement and the Administration Agreement constitute valid and legally binding agreements of the Adviser, provided, however, that the Adviser makes no representation or warranty with respect to the validity or enforceability of any provision hereunder or thereunder relating to rights to indemnity and/or contribution or enforceability of any obligations that may be limited by the Enforceability Exceptions; (g) the description of the Adviser as provided to contained in the Sub-Adviser is a true and complete copy of Pricing Prospectus, the form as currently filed with the SEC Prospectus and the information contained therein Registration Statement is true, accurate and complete in all material respects respects; (h) the Adviser has the financial resources available to it necessary for the performance of its services and does obligations as contemplated in the Pricing Prospectus, the Prospectus and the Registration Statement and under this Agreement and, with respect to the Investment Advisory Agreement and the Administration Agreement; (i) subsequent to the date of the most recent financial statements contained in the Registration Statement, the Pricing Prospectus and the Prospectus, there has not omit to state been any material fact adverse change, or any development involving a prospective material adverse change, in the business, financial condition, capitalization, prospects or regulatory status of the Adviser; (j) the Adviser has all Consents and has made all necessary filings required under any federal, state, local or foreign law, regulation or rule and has obtained all necessary Consents from other persons, in order to conduct its business, except where the failure to obtain such Consents or make such filings would not have an Adviser Material Adverse Effect; the statements madeAdviser is not in violation of, or in light default under, nor has the Adviser received notice of any proceedings relating to revocation or modification of any such Consent or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the circumstances under which they were madeAdviser, not misleadingexcept where such revocation or modification would not, individually or in the aggregate, have an Adviser Material Adverse Effect; (ek) The Adviser shall provide neither the Adviser, nor, to the Sub-Adviser a complete copy knowledge of each amendment the Adviser, any of its respective partners, officers, affiliates or controlling persons has taken, directly or indirectly, any action designed, under the Exchange Act, to its Form ADVresult in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Securities; (fl) The the Adviser acknowledges is not aware that it received a copy (i) any executive, key employee or significant group of employees of the Sub-Company, if any, or the Adviser, plans to terminate employment with the Company, or the Adviser or (ii) any such executive, key employee or significant group of employees is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company or the Adviser, except where such termination or violation would not have an Adviser Material Adverse Effect; (m) the Adviser maintains a system of internal controls sufficient to provide reasonable assurance that (i) transactions effectuated by it under the Investment Advisory Agreement are executed in accordance with its management’s Form ADV general or specific authorization; and (a copy of which is attached as Exhibit Bii) at least 48 hours prior access to the execution Company’s assets is permitted only in accordance with its management’s general or specific authorization; (n) the Adviser maintains a system of this Agreementinternal accounting controls sufficient to provide reasonable assurance that (i) transactions for which it has bookkeeping and record keeping responsibility under the Administration Agreement are recorded as necessary to permit preparation of the Company’s financial statements in conformity with generally accepted accounting principles and to maintain accountability for the Company’s assets and (ii) the recorded accountability for such assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (o) neither the Adviser nor, to the knowledge of the Adviser, any director, officer, employee or affiliate of the Adviser is aware of or has taken any action, directly or indirectly, that would result in a violation by such entities or persons of the FCPA; and (gp) The Adviser and neither the Trust have duly entered into Adviser, nor, to the Advisory Agreement pursuant to which the Trust authorized Adviser’s knowledge, any director, officer employee, affiliate or agent of the Adviser (i) is, or is controlled or 50% or more owned by or is acting on behalf of, an individual or entity that is currently the subject of any Sanctions, (ii) is located, organized or resident in a Sanctioned Country or (iii) will directly or indirectly (which shall not include anything done with any such proceeds after they have been received by any affiliate of the Underwriter) use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to enter into this Agreementany joint venture partner, person or entity in any manner to fund or facilitate any activities or business of or with any Sanctioned Person or vessel that is the subject of Sanctions or in any Sanctioned Country, at the time of such funding or facilitation or that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as an underwriter, advisor, investor or otherwise). Except as has been disclosed to the Underwriter or is not material to the analysis under any Sanctions, neither the Adviser nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Adviser or any of its subsidiaries have any plans to increase its dealings or transactions with or for the benefit of Sanctioned Persons, or with or in Sanctioned Countries.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: that: (ai) The Adviser it is and will remain registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to the extent required thereby; be so registered or licensed, (bii) The Adviser it is a corporation duly organized and validly existing under existing, and is authorized to enter into this Agreement and to perform its obligations hereunder; (iii) neither the laws execution or delivery of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance this Agreement by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part nor its performance of its Board of Directors, and no action by or in respect of, or filing obligations hereunder shall conflict with, any governmental bodyviolate, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene breach or constitute a default under (i) any term or provision of applicable lawits constituent or governing documents or any indenture, rule or regulationmortgage, (ii) the Adviser’s governing instrumentsdeed of trust, or (iii) any agreementinstrument, judgment, injunction, order, decree agreement or other instrument binding upon document to which the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true party or by which it is bound or to which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the Adviser or any of its assets; and complete copy (iv) the most recent Registration Statement or amendment, with respect to the disclosure about the Adviser or information relating, directly or indirectly, to the Adviser, the Registration Statement contains, as of the form as currently filed with the SEC and the information contained therein is accurate and complete in all date hereof, no untrue statement of any material respects fact and does not omit any statement of a material fact, which was required to state any material fact be stated therein or necessary in order to make the statements madecontained therein, in light of the circumstances under which they were made, not misleading; (e) . The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges represents and warrants that it received a copy notice of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior 's appointment has been given to the execution of this Agreement; and (g) The Adviser Series' custodian and the Trust have duly entered into Adviser further represents and warrants that the Advisory Agreement pursuant to which Series is a qualified institutional buyer as that term is defined in Rule 144A under the Trust authorized Securities Act of 1933, as amended and that the Adviser to enter into this AgreementSeries is not a "restricted person" under Rule 5130 and Rule 5131 of the Financial Industry Regulatory Authority, Inc. ("FINRA") and thus is not prohibited from participating in the allocation of initial public offerings of equity securities offered by FINRA members.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The execution, delivery and performance by the Adviser of this Agreement has been or will be duly authorized by all necessary action on the part of the Adviser and the Board; (b) The Adviser (i) is and will remain registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect, (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement, (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser will also promptly notify the Sub-Adviser if it or a member of its executive management is served or otherwise receives notice of any action, suit, proceeding or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or relating to the extent required therebyinvestment advisory services of the Adviser (other than any routine regulatory examinations); (bc) The Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition of Assets in each Fund, cash requirements and cash available for investment in each Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder; (d) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;; and (e) The Adviser shall provide to will promptly notify the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy if any of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of above representations in this Agreement; and (g) The Adviser Section are no longer true and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreementaccurate.

Representations and Warranties of the Adviser. The Adviser represents and warrants to and agrees with each of the Sub-Adviser and the Trust as followsUnderwriters that: (a) The the Adviser has been duly formed and is validly existing as a Delaware limited partnership and in good standing under the laws of the State of Delaware, with limited partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement; the Adviser has limited partnership power and authority to enter into and perform its obligations under the Investment Advisory Agreement; and the Adviser is duly qualified as a foreign entity to transact business and will remain is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not otherwise reasonably be expected to result in material adverse effect (collectively, an “Adviser Material Adverse Effect”); (b) the Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the Investment Company Act or the applicable published rules and regulations promulgated thereunder from acting under the Investment Advisory Agreement for the Company as contemplated by the Prospectus. There does not exist any proceeding or, to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under Adviser’s knowledge, any facts or circumstances the laws existence of which could lead to any proceeding which might adversely affect the registration of the State of California Adviser with the power to own and possess its assets and carry on its business as it is now being conductedCommission; (c) The executionexcept as disclosed in the Registration Statement, delivery Pricing Prospectus and performance by the Adviser of this Agreement Prospectus, there are within no actions, suits, claims, proceedings, or to the Adviser’s powers and have been duly authorized by all necessary action on knowledge, investigations pending or, to the part knowledge of the Adviser, threatened to which the Adviser or, to the knowledge of the Adviser, any of its Board officers, partners, or members are or would be a party, or of Directors, and no action by which any of its properties are or would be subject at law or in respect ofequity, or filing withbefore or by any federal, any state, local or foreign governmental or regulatory commission, board, body, agency authority or official is required on agency, except any such action, suit, claim, investigation or proceeding which would not if determined adversely to the part Adviser, (i) have, individually or in the aggregate, an Adviser Material Adverse Effect, or (ii) prevent the consummation of the transactions contemplated hereby; (d) the Adviser for is not (i) in violation of its limited partnership agreement or (ii) in breach of (nor has any event occurred which with notice, lapse of time or both would reasonably be expected to result in any breach or violation) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Adviser is a party or (iii) in contravention of any law, regulation or rule or any decree, judgment or order applicable to the Adviser, except, with respect to clause (ii) and (iii), to the extent that any such breach, violation or contravention would not have an Adviser Material Adverse Effect; (e) the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by of the Adviser Investment Advisory Agreement and the Administration Agreement, and consummation of this Agreement do the transactions contemplated hereby and thereby, will not contravene conflict with, result in any breach of violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would reasonably be expected to result in any breach or violation of or constitute a default under) (i) any provision of applicable law, rule or regulationits limited partnership agreement, (ii) other organizational documents of the Adviser’s governing instruments, or (iii) any agreementindenture, judgmentmortgage, injunctiondeed of trust, order, decree bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument binding upon to which the Adviser is a party or (iv) any law, regulation, rule or any decree, judgment or order applicable to the Adviser, except, with respect to clauses (iii) and (iv), to the extent that any such breach, violation or contravention would not have an Adviser Material Adverse Effect; (df) The Form ADV this Agreement, the Investment Advisory Agreement and the Administration Agreement have been duly authorized, executed and delivered by the Adviser; this Agreement, the Investment Advisory Agreement and the Administration Agreement constitute valid and legally binding agreements of the Adviser, provided, however, that the Adviser makes no representation or warranty with respect to the validity or enforceability of any provision hereunder or thereunder relating to rights to indemnity and/or contribution or enforceability of any obligations that may be limited by the Enforceability Exceptions; (g) the description of the Adviser as provided to contained in the Sub-Adviser is a true and complete copy of Pricing Prospectus, the form as currently filed with the SEC Prospectus and the information contained therein is accurate and complete in all material respects and Registration Statement does not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading; (eh) The the Adviser shall provide has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Pricing Prospectus, the Prospectus and the Registration Statement and under this Agreement and, with respect to the Sub-Adviser a complete copy of each amendment to its Form ADVInvestment Advisory Agreement and the Administration Agreement; (fi) The Adviser acknowledges that it received a copy subsequent to the date of the Sub-most recent financial statements contained in the Registration Statement, the Pricing Prospectus and the Prospectus, there has not been any material adverse change, or any development involving a prospective material adverse change, in the business, financial condition, capitalization, prospects or regulatory status of the Adviser’s Form ADV ; (a copy j) the Adviser has all Consents and has made all necessary filings required under any federal, state, local or foreign law, regulation or rule and has obtained all necessary Consents from other persons, in order to conduct its business, except where the failure to obtain such Consents or make such filings would not have an Adviser Material Adverse Effect; the Adviser is not in violation of, or in default under, nor has the Adviser received notice of which is attached as Exhibit B) at least 48 hours prior any proceedings relating to revocation or modification of any such Consent or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the execution Adviser, except where such violation, default, revocation or modification would not, individually or in the aggregate, have an Adviser Material Adverse Effect; (k) neither the Adviser, nor, to the knowledge of this Agreementthe Adviser, any of its respective partners, officers, affiliates or controlling persons has taken, directly or indirectly, any action designed, under the Exchange Act, to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Securities; (l) the Adviser is not aware that (i) any executive, key employee or significant group of employees of the Company, if any, or the Adviser, plans to terminate employment with the Company, or the Adviser or (ii) any such executive, key employee or significant group of employees is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company or the Adviser, except where such termination or violation would not have an Adviser Material Adverse Effect; (m) the Adviser maintains a system of internal controls sufficient to provide reasonable assurance that (i) transactions effectuated by it under the Investment Advisory Agreement are executed in accordance with its management’s general or specific authorization; and (ii) access to the Company’s assets is permitted only in accordance with its management’s general or specific authorization; (n) the Adviser maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions for which it has bookkeeping and record keeping responsibility under the Administration Agreement are recorded as necessary to permit preparation of the Company’s financial statements in conformity with generally accepted accounting principles and to maintain accountability for the Company’s assets and (ii) the recorded accountability for such assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (o) neither the Adviser nor, to the knowledge of the Adviser, any director, officer, employee or affiliate of the Adviser is aware of or has taken any action, directly or indirectly, that would result in a violation by such entities or persons of the FCPA; (p) none of the Adviser or, to the knowledge of the Adviser, any director, officer or employee of the Adviser or any agent, controlled affiliate or other person acting on behalf of the Adviser is a Person, or is controlled by a Person that is, (i) currently the subject or target of Sanctions, or (ii) located, organized or resident in a country or territory that is itself the subject of Sanctions. During the last five years, the Adviser has not knowingly engaged in, and is not now knowingly engaged in, any unauthorized dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject or target of Sanctions; and (gq) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized operations of the Adviser are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Anti-Money Laundering Laws; and no action, suit or proceeding by or before any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Adviser or any of its properties, assets or operations involving the Adviser with respect to enter into this Agreementthe Anti-Money Laundering Laws is pending or, to the best knowledge of the Adviser, threatened.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust adviser as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct; (b) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Delaware with the power to own and possess its assets and carry on its business as it is now being conductedconducted and as proposed to be conducted hereunder; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directorsdirectors, shareholders or managing unit holder, and no action by by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser adviser and the Trust is a true and complete copy of the form as currently form, including that part or parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviseradviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (gf) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter delegate certain of its duties under the Advisory Agreement to other investment advisers, including without limitation, the appointment of a sub-adviser with respect to assets of the Fund, including without limitation the Adviser’s entering into and performing this Agreement.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust BDC as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyand shall maintain such registration; (b) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;. (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust BDC have duly entered into the Advisory Agreement pursuant to which the Trust BDC authorized the Adviser to enter into this Agreement. (f) The Adviser shall comply with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act and the 1940 Act.

Representations and Warranties of the Adviser. The Adviser represents and warrants to each of the Sub-Adviser Sales Agents as of the date hereof, the Applicable Time and each Representation Date (as defined below), and agrees with each of the Trust Sales Agents, as follows: (a) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has been no material adverse change in the condition (financial or otherwise), earnings, assets, business affairs, operations or regulatory status of the Adviser, whether or not arising in the ordinary course of business, that would reasonably be expected, individually or in the aggregate, to result in a Company Material Adverse Effect, or would otherwise reasonably be expected, individually or in the aggregate, to prevent the Adviser from carrying out its obligations under the Investment Advisory Agreement (an “Adviser Material Adverse Effect”). (b) The Adviser has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and has the power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement; the Adviser has the requisite power and authority to execute and deliver and perform its obligations under the Investment Advisory Agreement; and the Adviser is duly qualified to transact business as a foreign entity and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of ownership or leasing of its property or the conduct of business, except, in each case, where the failure to qualify or be in good standing would not otherwise reasonably be expected, individually or in the aggregate, to result in an Adviser Material Adverse Effect. (c) The Adviser is and will remain duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act or the 1940 Act from acting under the Investment Advisory Agreement for the Company as contemplated by the Registration Statement and the Prospectus. There does not exist any proceeding or, to the extent required thereby;Adviser’s knowledge, any facts or circumstances the existence of which could reasonably be expected, individually or in the aggregate, to lead to any proceeding, which might adversely affect the registration of the Adviser with the Commission. (bd) There is no action, suit, claim or proceeding or, to the knowledge of the Adviser, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Adviser, threatened, against or affecting the Adviser which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which would reasonably be expected, individually or in the aggregate, to result in a Company Material Adverse Effect or an Adviser Material Adverse Effect, or which would reasonably be expected, individually or in the aggregate, to materially and adversely affect the consummation of the transactions contemplated in this Agreement or the Investment Advisory Agreement; the aggregate of all pending legal or governmental proceedings to which the Adviser is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to its business, would not reasonably be expected, individually or in the aggregate, to result in a Company Material Adverse Effect or an Adviser Material Adverse Effect. (e) The Adviser is not (i) in violation of its organizational or governing documents, (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser is a corporation duly organized and validly existing under the laws party or by which it or any of them may be bound, or to which any of the State of California with the power to own and possess its property or assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser is subject (collectively, the “Agreements and Instruments”), or (iii) in violation of any law, statute, rule, regulation, judgment, order or decree except, in the case of clauses (ii) and (iii) only, for such violations or defaults that would not reasonably be expected, individually or in the executionaggregate, delivery and performance by the to result in an Adviser of this Agreement, Material Adverse Effect; and the execution, delivery and performance of this Agreement and the Investment Advisory Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement and compliance by the Adviser with its obligations hereunder and under the Investment Advisory Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser pursuant to the Agreements and Instruments except for such violations or defaults that would not reasonably be expected, individually or in the aggregate, to result in an Adviser Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement (as amended to date) of the Adviser; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or any of its assets, properties or operations, except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect. (f) Each of this Agreement and the Investment Advisory Agreement has been duly authorized, executed, and delivered by the Adviser and is a valid and binding obligation of the Adviser, enforceable against it in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefore may be brought. (g) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Adviser of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement do not contravene Agreement, except such as have been already obtained under the 1933 Act and the 1940 Act or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) will be obtained by the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;Closing Time. (dh) The Form ADV descriptions of the Adviser as provided to contained in the SubRegistration Statement, the Prospectus and any Written Testing-Adviser is the-Waters Communication and Sales Material do not contain any untrue statement of a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not fact or omit to state any a material fact necessary in order to make the statements madetherein, in light of the circumstances under in which they were made, not misleading;. (ei) The Adviser shall provide possesses such licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by it (“Governmental Licenses”), except where the failure so to possess would not reasonably be expected to, individually or in the aggregate, result in an Adviser Material Adverse Effect; the Adviser is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the aggregate, result in an Adviser Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, individually or in the aggregate, result in an Adviser Material Adverse Effect; and the Adviser has not received any notice of proceedings relating to the Sub-revocation or modification of any such Governmental Licenses which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected, individually or in the aggregate, to result in an Adviser a complete copy of each amendment to its Form ADV;Material Adverse Effect. (fj) Neither the Adviser, nor to the Adviser’s knowledge, any of its affiliates, has taken or will take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (k) The Adviser acknowledges that it received a copy (i) has adopted and implemented written policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act reasonably designed to prevent violations of the Sub-Advisers Act by the Adviser’s Form ADV ; (a copy ii) is conducting its business in compliance with all laws, rules, regulations, decisions, directives and orders except for such failure to comply which would not reasonably be expected to result in an Adviser Material Adverse Effect; and (iii) is conducting its business in compliance in all material respects with the applicable requirements of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; andAdvisers Act. (gl) The Adviser is not aware that (i) any executive, key employee or significant group of employees of any of the Stellus Entities, as applicable, plans to terminate employment with the respective Stellus Entity, or (ii) any such executive or key employee is subject to any non-compete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Stellus Entities except where such termination or violation would not reasonably be expected to have an Adviser Material Adverse Effect. (i) The Adviser is not aware of any security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Adviser’s IT Systems and Data except in each case as would not reasonably be expected to, individually or in the aggregate, have an Adviser Material Adverse Effect; and (ii) the Adviser has implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of its IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards and the Trust have duly entered into Adviser is, to the Advisory Agreement pursuant Adviser’s knowledge, presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to which the Trust privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification. Any certificate signed by any officer or other authorized person of the Adviser and delivered to the Sales Agents or to counsel for the Sales Agents shall be deemed a representation and warranty by the Adviser to enter into this Agreementeach Sales Agent as to the matters covered thereby.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust each Underwriter as follows: (a) The Adviser has been duly formed, is validly existing as a corporation under the laws of the State of Delaware with full corporate power and will remain authority to conduct all of the activities conducted by it, to own or lease all of the assets owned or leased by it and to conduct its business as described in the Registration Statement and Prospectus, and the Adviser is duly licensed and qualified to do business and in good standing in each jurisdiction in which it is required to be so qualified, except to the extent that failure to be so qualified or be in good standing would not have a material adverse effect on the Adviser's ability to provide services to the Fund; and the Adviser owns, possesses or has obtained and currently maintains all governmental licenses, permits, consents, orders, approvals and other authorizations, whether foreign or domestic, necessary to carry on its business as contemplated in the Registration Statement and the Prospectus. (b) The Adviser is (i) duly registered as an investment adviser under the Advisers Act to and (ii) not prohibited by the extent required thereby; (b) The Adviser is a corporation duly organized Advisers Act or the Investment Company Act from acting as the investment adviser for the Fund as contemplated by the Advisory Contract, the Registration Statement and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted;Prospectus. (c) The executionAdviser has, or at the relevant time had, full power and authority to enter into each of this Underwriting Agreement and the Advisory Contract (collectively, this Underwriting Agreement and the Advisory Contract being referred to as the "ADVISER AGREEMENTS") and to carry out all the terms and provisions hereof and thereof to be carried out by it; and each Adviser Agreement has been duly and validly authorized, executed and delivered by the Adviser; none of the Adviser Agreements violates in any material respect any of the applicable provisions of the Investment Company Act or the Advisers Act; and assuming due authorization, execution and delivery by the other parties thereto, each Adviser Agreement constitutes a legal, valid and performance binding obligation of the Adviser, enforceable in accordance with its terms, (i) subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and (ii) except as rights to indemnity thereunder may be limited by federal or state securities laws. (d) Neither (i) the execution and delivery by the Adviser of this any Adviser Agreement are within nor (ii) the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance consummation by the Adviser of this Agreementthe transactions contemplated by, and or the executionperformance of its obligations under, delivery and performance by any Adviser Agreement conflicts or will conflict with, or results or will result in a breach of, the certificate of incorporation or by-laws of the Adviser of this Agreement do not contravene or constitute any agreement or instrument to which the Adviser is a default under (i) party or by which the Adviser is bound, or any provision of applicable law, rule or regulation, or order of any court, governmental instrumentality, securities exchange or association or arbitrator, whether foreign or domestic, applicable to the Adviser. (e) No consent, approval, authorization or order of any court, governmental agency or body or securities exchange or association, whether foreign or domestic, is required for the consummation of the transactions contemplated in, or the performance by the Adviser of its obligations under any Adviser Agreement, as the case may be, except such as (i) have been obtained under the Act, the Investment Company Act or the Advisers Act, and (ii) may be required under state securities or "blue sky" laws, in connection with the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon purchase and distribution of the Adviser;APS by the Underwriters pursuant to this Underwriting Agreement. (df) The Form ADV descriptions of the Adviser as provided and its business, and the statements attributable to the Sub-Adviser is a true Adviser, in the Registration Statement and complete copy the Prospectus comply with the requirements of the form as currently filed with the SEC Act and the information contained therein is accurate Investment Company Act and complete in all do not contain any untrue statement of a material respects and does not fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, therein not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and. (g) The There is no action, suit or proceeding before or by any court, commission, regulatory body, administrative agency or other governmental agency or body, foreign or domestic, now pending or, to the knowledge of the Adviser, threatened against or affecting the Adviser and of a nature required to be disclosed in the Trust have duly entered into Registration Statement or Prospectus or that might reasonably be expected to result in any material adverse change in the Advisory Agreement pursuant to which the Trust authorized ability of the Adviser to enter into this fulfill its respective obligations under any Adviser Agreement. (h) Neither the Fund nor the Adviser have made available any promotional materials intended for use only by qualified broker-dealers and registered representatives thereof by means of an Internet web site or similar electronic means.

Representations and Warranties of the Adviser. The Adviser represents represents, warrants and warrants covenants to the Sub-Adviser and the Trust as follows: (a) i. The Adviser is and will remain registered as an investment adviser under the Advisers Act to and shall maintain such registration during the extent required therebyterm of this Agreement; (b) ii. The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Texas with the power to own and possess its assets and carry on its business as it is now being conductedduties and obligations hereunder; (c) iii. The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (ia) any provision of applicable law, rule or regulation, (iib) the Adviser’s governing instruments, or (iiic) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) iv. The Form ADV of the Adviser as previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC SEC, with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Adviser will promptly provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV; (e) v. The Adviser has duly entered into the Advisory Agreement and this Agreement; vi. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Sub-Adviser with a copy of that code, together with evidence of its adoption; and vii. In connection with the services provided under the Advisory Agreement, the Adviser shall comply with all requirements applicable to the investment adviser of a closed-end registered investment company that has elected to operate as an interval fund like the Onshore Fund, including the Advisers Act and the Act, in all material respects. The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of all information reasonably requested by the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior Adviser in order to comply with the execution of this Agreement; and (g) The Adviser provisions hereof, the Act, and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this AgreementAdvisers Act.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust Funds as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act and will continue to the extent required therebybe so registered so long as this Agreement remains in effect; (b) The Adviser will immediately notify the Sub-Adviser of the occurrence of any event that would substantially impair the Adviser's ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act. The Adviser will also promptly notify the Funds and the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or the Adviser; (c) The Adviser will notify the Sub-Adviser immediately upon detection of any material breach of any of the Fund(s)' or the Adviser's policies, guidelines or procedures; (d) The Adviser is fully authorized under all applicable law to enter into this Agreement and serve as Adviser to the Funds and to perform the services described under this Agreement; (e) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Oklahoma with the power to own and possess its assets and carry on its business as it is now being conducted; (cf) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directorsmembers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (dg) This Agreement is a valid and binding agreement of the Adviser; (h) The Form ADV of the Adviser as previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects as of its filing date, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (ei) The Adviser shall provide not divert any Fund's portfolio securities transactions to a broker or dealer in consideration of such broker or dealer's promotion or sales of shares of the Sub-Adviser a complete copy Fund, any other series of each amendment to its Form ADVthe Trust, or any other registered investment company; (fj) The Adviser acknowledges that it received a copy agrees to maintain an appropriate level of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser errors and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreementomissions and professional liability insurance coverage.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV;. (f) The Adviser acknowledges and Trust acknowledge that it they each have received a copy of the Sub-Adviser’s 's Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust Fund as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyand shall maintain such registration; (b) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;. The Adviser will promptly provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV. (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust Fund have duly entered into the Advisory Investment Management Agreement pursuant to which the Trust Fund authorized the Adviser to enter into this Agreement. NY:1326489.5 (f) The Adviser shall comply with all requirements applicable to the investment adviser of a limited liability company like the Fund under the Advisers Act and the 1940 Act.

Representations and Warranties of the Adviser. The Adviser represents and warrants to and agrees with each of the Sub-Adviser and the Trust as followsUnderwriters that: (a) The the Adviser has been duly formed and is validly existing as a Delaware limited liability company and in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Pricing Prospectus, the Prospectus and the Registration Statement and to execute and deliver this Agreement; the Adviser had full power and authority to execute and deliver the Investment Advisory Agreement and the Administration Agreement; and the Adviser is duly qualified to do business as a foreign entity and will remain is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a material adverse effect on the business, financial condition, capitalization or regulatory status of such entity, or otherwise reasonably be expected to prevent such entity from carrying out its obligations under the Investment Advisory Agreement or the Administration Agreement, as applicable (collectively, an “Adviser Material Adverse Effect”); (b) the Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the Investment Company Act or the applicable published rules and regulations promulgated thereunder from acting under the Investment Advisory Agreement for the Company as contemplated by the Prospectus. There does not exist any proceeding or, to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under Adviser’s knowledge, any facts or circumstances the laws existence of which could lead to any proceeding which might adversely affect the registration of the State of California Adviser with the power to own and possess its assets and carry on its business as it is now being conductedCommission; (c) The executionthere are no actions, delivery and performance by the Adviser of this Agreement are within suits, claims, proceedings, or to the Adviser’s powers and have been duly authorized by all necessary action on knowledge, investigations pending or, to the part knowledge of the Adviser, threatened to which the Adviser or, to the knowledge of the Adviser, any of its Board officers, partners, or members are or would be a party, or of Directors, and no action by which any of its properties are or would be subject at law or in respect ofequity, or filing withbefore or by any federal, any state, local or foreign governmental or regulatory commission, board, body, agency authority or official is required on agency, except any such action, suit, claim, investigation or proceeding which would not if determined adversely to the part Adviser, (A) have, individually or in the aggregate, an Adviser Material Adverse Effect, or (B) prevent the consummation of the Adviser for the execution, delivery and performance by transactions contemplated hereby; (d) the Adviser is not (i) in violation of this Agreementits limited liability company operating agreement or (ii) in breach of (nor has any event occurred which with notice, lapse of time or both would reasonably be expected to result in any breach or violation) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Adviser is a party or (iii) in contravention of any law, regulation or rule or any decree, judgment or order applicable to the Adviser, except, with respect to clause (ii) and (iii), to the extent that any such breach, violation or contravention would not have an Adviser Material Adverse Effect; and the execution, delivery and performance by of this Agreement, the Investment Advisory Agreement and the Administration Agreement, and consummation of the transactions contemplated hereby and thereby, will not (i) violate the limited liability company operating agreement of the Adviser, or (ii) result in any breach of (nor has any event occurred which with notice, lapse of time or both would reasonably be expected to result in any breach or violation) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Adviser is a party or (iii) contravene any law, regulation or rule or any decree, judgment or order applicable to the Adviser, except, with respect to clause (ii) and (iii), to the extent that any such breach, violation or contravention would not have an Adviser Material Adverse Effect; (e) the execution, delivery and performance of this Agreement, the Investment Advisory Agreement do and the Administration Agreement, and consummation of the transactions contemplated hereby and thereby, will not contravene conflict with, result in any breach of violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would reasonably be expected to result in any breach or violation of or constitute a default under) (i) any provision of applicable law, rule or regulationits limited liability company operating agreement, (ii) other organizational documents of the Adviser’s governing instruments, or (iii) any agreementindenture, judgmentmortgage, injunctiondeed of trust, order, decree bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument binding upon to which the Adviser is a party or (iv) any law, regulation, rule or any decree, judgment or order applicable to the Adviser, except, with respect to clauses (iii) and (iv), to the extent that any such breach, violation or contravention would not have an Adviser Material Adverse Effect; (df) The Form ADV this Agreement, the Investment Advisory Agreement and the Administration Agreement have been duly authorized, executed and delivered by the Adviser; this Agreement, the Investment Advisory Agreement and the Administration Agreement constitute valid and legally binding agreements of the Adviser, provided, however, that the Adviser makes no representation or warranty with respect to the validity or enforceability of any provision hereunder or thereunder relating to rights to indemnity and/or contribution or enforceability of any obligations that may be limited by the Enforceability Exceptions; (g) the description of the Adviser as provided to contained in the Sub-Adviser is a true and complete copy of Pricing Prospectus, the form as currently filed with the SEC Prospectus and the information contained therein Registration Statement is true, accurate and complete in all material respects respects; (h) the Adviser has the financial resources available to it necessary for the performance of its services and does obligations as contemplated in the Pricing Prospectus, the Prospectus and the Registration Statement and under this Agreement and, with respect to the Investment Advisory Agreement and the Administration Agreement; (i) subsequent to the date of the most recent financial statements contained in the Registration Statement, the Pricing Prospectus and the Prospectus, there has not omit to state been any material fact adverse change, or any development involving a prospective material adverse change, in the business, financial condition, capitalization, prospects or regulatory status of the Adviser; (j) the Adviser has all Consents and has made all necessary filings required under any federal, state, local or foreign law, regulation or rule and has obtained all necessary Consents from other persons, in order to conduct its business, except where the failure to obtain such Consents or make such filings would not have an Adviser Material Adverse Effect; the statements madeAdviser is not in violation of, or in light default under, nor has the Adviser received notice of any proceedings relating to revocation or modification of any such Consent or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the circumstances under which they were madeAdviser, not misleadingexcept where such revocation or modification would not, individually or in the aggregate, have an Adviser Material Adverse Effect; (ek) The Adviser shall provide neither the Adviser, nor, to the Sub-Adviser a complete copy knowledge of each amendment the Adviser, any of its respective partners, officers, affiliates or controlling persons has taken, directly or indirectly, any action designed, under the Exchange Act, to its Form ADVresult in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Securities; (fl) The the Adviser acknowledges is not aware that it received a copy (i) any executive, key employee or significant group of employees of the Sub-Company, if any, or the Adviser, plans to terminate employment with the Company, or the Adviser or (ii) any such executive, key employee or significant group of employees is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company or the Adviser, except where such termination or violation would not have an Adviser Material Adverse Effect; (m) the Adviser maintains a system of internal controls sufficient to provide reasonable assurance that (i) transactions effectuated by it under the Investment Advisory Agreement are executed in accordance with its management’s Form ADV general or specific authorization; and (a copy of which is attached as Exhibit Bii) at least 48 hours prior access to the execution Company’s assets is permitted only in accordance with its management’s general or specific authorization; (n) the Adviser maintains a system of this Agreementinternal accounting controls sufficient to provide reasonable assurance that (i) transactions for which it has bookkeeping and record keeping responsibility under the Administration Agreement are recorded as necessary to permit preparation of the Company’s financial statements in conformity with generally accepted accounting principles and to maintain accountability for the Company’s assets and (ii) the recorded accountability for such assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (o) neither the Adviser nor, to the knowledge of the Adviser, any director, officer, employee or affiliate of the Adviser is aware of or has taken any action, directly or indirectly, that would result in a violation by such entities or persons of the FCPA; and (gp) The Adviser and neither the Trust have duly entered into Adviser, nor, to the Advisory Agreement pursuant to which the Trust authorized Adviser’s knowledge, any director, officer employee, affiliate or agent of the Adviser (i) is, or is controlled or 50% or more owned by or is acting on behalf of, an individual or entity that is currently the subject of any Sanctions, (ii) is located, organized or resident in a Sanctioned Country or (iii) will directly or indirectly (which shall not include anything done with any such proceeds after they have been received by any affiliate of the Underwriters) use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to enter into this Agreementany joint venture partner, person or entity in any manner to fund or facilitate any activities or business of or with any Sanctioned Person or vessel that is the subject of Sanctions or in any Sanctioned Country, at the time of such funding or facilitation or that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as an underwriter, advisor, investor or otherwise). Except as is not material to the analysis under any Sanctions, neither the Adviser nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Adviser or any of its subsidiaries have any plans to increase its dealings or transactions with or for the benefit of Sanctioned Persons, or with or in Sanctioned Countries.

Representations and Warranties of the Adviser. The Adviser represents represents, warrants and warrants covenants to the Sub-Adviser and the Trust as follows: (a) i. The Adviser is and will remain registered as an investment adviser under the Advisers Act to and shall maintain such registration during the extent required therebyterm of this Agreement; (b) ii. The Adviser is a corporation limited partnership duly organized and validly existing under the laws of the State of California Delaware with the power to own and possess its assets and carry on its business as it is now being conductedduties and obligations hereunder; (c) iii. The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (ia) any provision of applicable law, rule or regulation, (iib) the Adviser’s governing instruments, or (iiic) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) iv. The Form ADV of the Adviser as previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC SEC, with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Adviser will promptly provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV; (e) v. The Adviser has duly entered into the Advisory Agreement and this Agreement; vi. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of that code, together with evidence of its adoption; and vii. In connection with the services provided under the Advisory Agreement, the Adviser shall comply with all requirements applicable to the investment adviser of a closed-end registered investment company that has elected to operate as an interval fund like the Fund, including the Advisers Act and the 1940 Act, in all material respects. The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of all information reasonably requested by the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior Adviser in order to comply with the execution of this Agreement; and (g) The Adviser provisions hereof, the 1940 Act, and the Trust have duly entered into Advisers Act. viii. The Fund’s registration statement and prospectus, and any further amendments or supplements thereto, will, as of the Advisory Agreement pursuant applicable effective date, comply in all material respects with all applicable laws and regulations; the registration statement does not, and any amendments thereto will not, in each case as of the applicable effective date, contain an untrue statement of material fact or omit to which state any material fact required to be stated therein or necessary in order to make the Trust authorized statements therein not misleading; provided, however, that the foregoing shall not apply with respect to any information included in the Fund’s registration statement or prospectus that was furnished by the Sub-Adviser to enter into this Agreementfor inclusion therein.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust each Underwriter as follows: (a) The Adviser has been duly formed and is validly existing in good standing as a limited liability company under the laws of the State of Delaware, with full power and will remain authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification. (b) The Adviser is duly registered as an investment adviser under the Advisers Act to and is not prohibited by the extent required thereby; (b) The Adviser is a corporation duly organized Advisers Act, the 1940 Act, the Advisers Act Rules and validly existing Regulations or the 1940 Act Rules and Regulations from acting under the laws of Management Agreement for the State of California with Fund or the power to own and possess its assets and carry on its business After-Market Services Agreement as it is now being conducted;contemplated by the Prospectus. (c) The executionAdviser has full power and authority to enter into this Agreement, the Fund Agreements to which it is a party, and the After-Market Services Agreement, the execution and delivery of, and the performance by the Adviser of its obligations under, this Agreement, the Fund Agreements to which it is a party, and the After-Market Services Agreement are within the Adviser’s powers and have been duly and validly authorized by all necessary action on the part of its Board of DirectorsAdviser; and this Agreement, the Fund Agreements to which it is a party and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery After-Market Services Agreement have been duly executed and performance delivered by the Adviser and constitute the valid and legally binding agreements of this Agreementthe Adviser, and the execution, delivery and performance by enforceable against the Adviser in accordance with their terms, except as rights to indemnity and contribution hereunder and thereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments's obligations hereunder and thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;affecting creditors' rights generally and by general equitable principles. (d) The Form ADV Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Prospectus and under this Agreement, the Fund Agreements to which it is a party and the After-Market Services Agreement. (e) The description of the Adviser as provided and its business, and the statements attributable to the Sub-Adviser is a true and complete copy of Adviser, in the form as currently filed with the SEC Registration Statement and the information contained therein is accurate Prospectus complied and complete comply in all material respects with the provisions of the Act, the 1940 Act, the Advisers Act, the Rules and does Regulations and the Advisers Act Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV;. (f) The No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Adviser acknowledges that it received a copy or its property is pending or, to the best knowledge of the SubAdviser, threatened that (i) could reasonably be expected to have a material adverse effect on the ability of the Adviser to fulfill its obligations hereunder or under the Fund Agreements to which it is a party or the After-Market Services Agreement or (ii) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Adviser’s Form ADV , whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (a copy exclusive of which is attached as Exhibit B) at least 48 hours prior any supplement thereto); and there are no agreements, contracts, indentures, leases or other instruments relating to the execution of this Agreement; andAdviser that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Act, the 1940 Act or the Rules and Regulations. (g) The Adviser has such licenses, permits and authorizations of governmental or regulatory authorities ("permits") as are necessary to own its property and to conduct its business in the Trust have duly entered into manner described in the Advisory Agreement pursuant Prospectus; the Adviser has fulfilled and performed all its material obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Adviser under any such permit. (h) This Agreement, the Fund Agreements to which the Trust authorized Adviser is a party and the After-Market Services Agreement comply in all material respects with all applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations. (i) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, in the Fund Agreements by the Adviser which is a party thereto or the After-Market Services Agreement, except such as have been made or obtained under the Act and the 1940 Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Prospectus. (j) Neither the execution, delivery or performance of this Agreement or any of the Fund Agreements to enter into this which the Adviser is a party, and the After-Market Services Agreement, nor the consummation by the Fund or the Adviser of the transactions herein or therein contemplated (i) conflicts or will conflict with or constitutes or will constitute a breach of the certificate of formation or the limited liability company agreement of the Adviser, (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any material agreement, indenture, lease or other instrument to which the Adviser is a party or by which it or any of its properties may be bound or (iii) violates or will violate any material statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Adviser or any of its properties or will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Adviser pursuant to the terms of any agreement or instrument to which the Adviser is a party or by which the Adviser may be bound or to which any of the property or assets of the Adviser is subject. (k) The Adviser has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Fund to facilitate the sale or resale of the Securities and the Adviser is not aware of any such action taken or to be taken by any affiliates of the Adviser. (l) In the event that the Fund or the Adviser makes available any promotional materials intended for use only by qualified broker-dealers and registered representatives thereof by means of an Internet web site or similar electronic means, the Adviser will install and maintain pre-qualification and password-protection or similar procedures which are reasonably designed to effectively prohibit access to such promotional materials by persons other than qualified broker-dealers and registered representatives thereof. Any certificate signed by any officer of the Adviser and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Adviser, as to matters covered therein, to each Underwriter.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust each Underwriter as follows: (a) The Adviser has been duly formed and is validly existing in good standing as a limited liability company under the laws of the State of Delaware, with full power and will remain authority to own, lease and operate its properties and to conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign limited liability company and is in good standing under the laws of each jurisdiction which requires such qualification. (b) The Adviser is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the 1940 Act Rules and Regulations from acting under the Fund Agreements to the extent required thereby; (b) The Adviser which it is a corporation duly organized and validly existing under party for the laws of Fund or the State of California with Adviser Agreements as contemplated by the power to own and possess its assets and carry on its business as it is now being conducted;Prospectus. (c) The executionAdviser has full power and authority to enter into this Agreement, the Fund Agreements to which it is a party, and the Adviser Agreements, the execution and delivery of, and the performance by the Adviser of its obligations under, this Agreement are within Agreement, the Adviser’s powers Fund Agreements to which it is a party, and the Adviser Agreements have been duly and validly authorized by all necessary action on the part of its Board of DirectorsAdviser; and this Agreement and the Fund Agreements to which it is a party, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery Agreements have been duly executed and performance delivered by the Adviser and constitute the valid and legally binding agreements of this Agreementthe Adviser, and the execution, delivery and performance by enforceable against the Adviser in accordance with their terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments's obligations hereunder and thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;affecting creditors' rights generally and by general equitable principles. (d) The Form ADV Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Prospectus and under this Agreement, the Fund Agreements to which it is a party and the Adviser Agreements. (e) The description of the Adviser as provided and its business, and the statements attributable to the Sub-Adviser is a true Adviser, in the Prospectus complied and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete comply in all material respects with the provisions of the Act, the 1940 Act, the Advisers Act, the Rules and does Regulations and the Advisers Act Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV;. (f) The No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Adviser acknowledges that it received a copy or its property is pending or, to the best knowledge of the Sub-Adviser’s Form ADV , threatened that (i) could reasonably be expected to have a copy material adverse effect on the ability of the Adviser to fulfill its obligations hereunder or under the Fund Agreements to which it is attached a party or the Adviser Agreements, or (ii) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Adviser, whether or not arising from transactions in the ordinary course of business, except as Exhibit B) at least 48 hours prior set forth in or contemplated in the Prospectus (exclusive of any supplement thereto); and there are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the execution of this Agreement; andRegistration Statement that are not described or filed as required by the Act, the 1940 Act or the Rules and Regulations. (g) Since the date as of which information is given in the Prospectus, except as otherwise stated therein, (i) there has been no material adverse change in the condition (financial or other), business, properties, net assets or results of operations or business prospects of the Adviser, whether or not arising from the ordinary course of business and (ii) there have been no transactions entered into by the Adviser which are material to the Adviser other than those in the ordinary course of its business as described in the Prospectus. (h) The Adviser has such licenses, permits and authorizations of governmental or regulatory authorities ("permits") as are necessary to own its property and to conduct its business in the Trust have duly entered into manner described in the Advisory Agreement pursuant Prospectus; the Adviser has fulfilled and performed all its material obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Adviser under any such permit. (i) This Agreement, the Fund Agreements to which the Trust authorized Adviser is a party and the Adviser Agreements comply in all material respects with all applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations. (j) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, in the Fund Agreements by the Adviser which is a party thereto or the Adviser Agreements, except such as have been made or obtained under the Act and the 1940 Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Prospectus. (k) Neither the execution, delivery or performance of this Agreement or any of the Fund Agreements to enter into this Agreementwhich the Adviser is a party and the Adviser Agreements, nor the consummation by the Fund or the Adviser of the transactions contemplated hereby or thereby (i) conflicts or will conflict with or constitutes or will constitute a breach of certificate of formation or limited liability operating agreement, (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any material agreement, indenture, lease or other instrument to which the Adviser is a party or by which it or any of its properties may be bound or (iii) violates or will violate any material statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Adviser or any of its properties or will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Adviser pursuant to the terms of any agreement or instrument to which the Adviser is a party or by which the Adviser may be bound or to which any of the property or assets of the Adviser is subject. (l) The Adviser has not taken and nor will it take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Fund to facilitate the sale or resale of the Securities, and the Adviser is not aware of any such action taken or to be taken by any affiliates of the Adviser. (m) In the event that the Fund or the Adviser makes available any promotional materials intended for use only by qualified broker-dealers and registered representatives thereof by means of an Internet web site or similar electronic means, the Adviser will install and maintain pre-qualification and password-protection or similar procedures which are reasonably designed to effectively prohibit access to such promotional materials by persons other than qualified broker-dealers and registered representatives thereof. Any certificate signed by any officer of the Adviser and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Adviser, as to matters covered therein, to each Underwriter.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust each Underwriter as follows: (a) The Adviser has been duly formed and is validly existing in good standing as a limited liability company under the laws of the State of Wisconsin, with full limited liability company power and will remain authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and is duly qualified to do business as a foreign limited liability company and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so qualify would not, individually or in the aggregate, have a Material Adverse Effect on the Adviser. (b) The Adviser is duly registered as an investment adviser under the Advisers Act to and is not prohibited by the extent required thereby; (b) The Adviser is a corporation duly organized Advisers Act, the 1940 Act, the Advisers Act Rules and validly existing Regulations or the 1940 Act Rules and Regulations from acting under the laws this Agreement or each of the State of California with Adviser Agreements as contemplated by the power to own and possess its assets and carry on its business as it is now being conducted;Prospectus. (c) The executionAdviser has full power and authority to enter into this Agreement and each of the Adviser Agreements; the execution and delivery of, delivery and the performance by the Adviser of its obligations under, this Agreement are within and each of the Adviser Agreements have been duly and validly authorized by the Adviser; and this Agreement and each of the Adviser Agreements have been duly executed and delivered by the Adviser and (assuming due and valid authorization, execution and delivery by the other parties thereto and hereto) constitute the valid and legally binding agreements of the Adviser, enforceable against the Adviser in accordance with their terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Adviser’s powers obligations hereunder and have been duly authorized thereunder may be limited by all necessary action on the part bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of its Board of Directors, and no action by whether enforcement is sought in a proceeding in equity or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable at law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;). (d) The Form ADV Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus and under this Agreement and each of the Adviser as provided Agreements. (e) The description of the Adviser and its business, and the statements attributable to the Sub-Adviser is a true and complete copy of Adviser, in the form as currently filed with the SEC Registration Statement and the information contained therein is accurate Prospectus complied and complete comply in all material respects with the provisions of the Act, the 1940 Act, the Advisers Act, the Rules and does Regulations and the Advisers Act Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV;. (f) The Adviser acknowledges that it received a copy As of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution date of this Agreement, no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Adviser or its property is pending or, to the best knowledge of the Adviser, threatened against the Adviser that (i) could reasonably be expected to have a material adverse effect on the ability of the Adviser to fulfill its obligations hereunder or under the Adviser Agreements or the consummation of any of the transactions herein contemplated or (ii) could reasonably be expected to have a Material Adverse Effect on the Adviser, except as set forth in or contemplated in the Registration Statement or the Prospectus (exclusive of any supplement thereto); andand there are no agreements, contracts, indentures, leases or other instruments relating to the Adviser that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Act, the 1940 Act or the Rules and Regulations. (g) The Adviser has such licenses, permits and authorizations of governmental or regulatory authorities (“permits”) as are necessary to own its property and to conduct its business in the Trust have duly entered into manner described in the Advisory Agreement pursuant to which the Trust authorized Prospectus; the Adviser has fulfilled and performed all its material obligations with respect to enter into this Agreementsuch permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Adviser under any such permit, subject in each case to such qualification as may be set forth in the Prospectus; and, except as described in the Prospectus (exclusive of any supplement thereto), none of such permits contains any restriction that is materially burdensome to the Adviser, except where the failure to obtain or perform its obligations with respect to such permits, or the restrictions set forth in such permits, would not, individually or in the aggregate, have a Material Adverse Effect on the Adviser.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: that: (ai) The Adviser it is and will remain registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed, (ii) it is either appropriately registered with the extent required thereby; (b) The Adviser CFTC as a CTA and is a corporation member of the NFA or is exempt or excluded from CFTC registration requirements; (iii) it will maintain each such registration, license or membership in effect at all times during the term of this Agreement and will obtain and maintain such additional governmental, self-regulatory, exchange or other licenses, approvals and/or memberships and file and maintain effective such other registrations as are required to enable the Adviser to perform its obligations under this Agreement; (iv) it is duly organized and validly existing under existing, and is authorized to enter into this Agreement and to perform its obligations hereunder and this Agreement has been duly executed and delivered by the Adviser; (v) this Agreement is enforceable against the Adviser in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (vi) neither the State execution or delivery of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance this Agreement by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part nor its performance of its Board of Directors, and no action by or in respect of, or filing obligations hereunder shall conflict with, any governmental bodyviolate, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene breach or constitute a default under (i) any term or provision of applicable lawits constituent or governing documents or any indenture, rule or regulationmortgage, (ii) the Adviser’s governing instrumentsdeed of trust, or (iii) any agreementinstrument, judgment, injunction, order, decree agreement or other instrument binding upon document to which the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true party or by which it is bound or to which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the Adviser or any of its assets; and complete copy (vii) to the best of its knowledge, the most recent Registration Statement or amendment, with respect to the disclosure about the Adviser or information relating, directly or indirectly, to the Adviser, the Registration Statement contains, as of the form as currently filed with the SEC and the information contained therein is accurate and complete in all date hereof, no untrue statement of any material respects fact and does not omit any statement of a material fact, which was required to state any material fact be stated therein or necessary in order to make the statements madecontained therein, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust Funds as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act and will continue to the extent required therebybe so registered so long as this Agreement remains in effect; (b) The Adviser will immediately notify the Sub-Adviser of the occurrence of any event that would substantially impair the Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act. The Adviser will also promptly notify the Funds and the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or the Adviser; (c) The Adviser will notify the Sub-Adviser immediately upon detection of any material breach of any of the Fund(s)’ or the Adviser’s policies, guidelines or procedures; (d) The Adviser is fully authorized under all applicable law to enter into this Agreement and serve as Adviser to the Funds and to perform the services described under this Agreement; (e) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Oklahoma with the power to own and possess its assets and carry on its business as it is now being conducted; (cf) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directorsmembers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement. (h) In addition to the authority granted to the Adviser under the Agreement, and in connection with the discharge of its obligations under the Agreement, the Adviser authorizes the Sub-Adviser to negotiate and enter into foreign exchange agreements in the name and on behalf of the Trust, and to execute foreign exchange transactions pursuant to any such foreign exchange agreements; and to give adequate assurances, to any counterparty of the Trust’s ability to perform its obligations under any foreign exchange agreement that the Sub-Adviser enters into on behalf of the Trust. In connection with the foregoing, the Adviser represents, for and on behalf of itself and the Trust, to the matters set forth on Exhibits F and G.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust Fund as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyand shall maintain such registration; (b) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;. The Adviser will promptly provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV. (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust Fund have duly entered into the Advisory Agreement pursuant to which the Trust Fund authorized the Adviser to enter into this Agreement. (f) The Adviser shall comply with all requirements applicable to the investment adviser of a limited liability company like the Fund under the Advisers Act and the 1940 Act.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust each Underwriter as follows: (a) The Adviser has been duly formed and is validly existing in good standing as a corporation under the laws of the State of California, with full corporate power and will remain authority to own, lease and operate its properties and to conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification. (b) The Adviser is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the 1940 Act Rules and Regulations from acting under the Fund Agreements to the extent required thereby; (b) The Adviser which it is a corporation duly organized and validly existing under party for the laws of Fund or the State of California with Additional Compensation Agreement as contemplated by the power to own and possess its assets and carry on its business as it is now being conducted;Prospectus. (c) The executionAdviser has full power and authority to enter into this Agreement, the Fund Agreements to which it is a party and the Additional Compensation Agreement, the execution and delivery of, and the performance by the Adviser of its obligations under, this Agreement, the Fund Agreements to which it is a party and the Additional Compensation Agreement are within the Adviser’s powers and have been duly and validly authorized by all necessary action on the part of its Board of DirectorsAdviser; and this Agreement, the Fund Agreements to which it is a party and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery Additional Compensation Agreement have been duly executed and performance delivered by the Adviser and constitute the valid and legally binding agreements of this Agreementthe Adviser, and the execution, delivery and performance by enforceable against the Adviser in accordance with their terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments's obligations hereunder and thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;affecting creditors' rights generally and by general equitable principles. (d) The Form ADV Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Prospectus and under this Agreement, the Fund Agreements to which it is a party and the Additional Compensation Agreement. (e) The description of the Adviser as provided and its business, and the statements attributable to the Sub-Adviser is a true Adviser, in the Prospectus complied and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete comply in all material respects with the provisions of the Act, the 1940 Act, the Advisers Act, the Rules and does Regulations and the Advisers Act Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV;. (f) The No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Adviser acknowledges that it received a copy or its property is pending or, to the best knowledge of the Sub-Adviser’s Form ADV , threatened that (i) could reasonably be expected to have a copy material adverse effect on the ability of the Adviser to fulfill its obligations hereunder or under the Fund Agreements to which it is attached a party or the Additional Compensation Agreement or (ii) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Adviser, whether or not arising from transactions in the ordinary course of business, except as Exhibit B) at least 48 hours prior set forth in or contemplated in the Prospectus (exclusive of any supplement thereto); and there are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the execution of this Agreement; andRegistration Statement that are not described or filed as required by the Act, the 1940 Act or the Rules and Regulations. (g) Since the date as of which information is given in the Prospectus, except as otherwise stated therein, (i) there has been no material, adverse change in the condition (financial or other), business, properties, net assets or results of operations or business prospects of the Adviser, whether or not arising from the ordinary course of business and (ii) there have been no transactions entered into by the Adviser which are material to the Adviser other than those in the ordinary course of its business as described in the Prospectus. (h) The Adviser has such licenses, permits and authorizations of governmental or regulatory authorities ("permits") as are necessary to own its property and to conduct its business in the Trust have duly entered into manner described in the Advisory Agreement pursuant Prospectus; the Adviser has fulfilled and performed all its material obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Adviser under any such permit. (i) This Agreement, the Fund Agreements to which the Trust authorized Adviser is a party and the Additional Compensation Agreement comply in all material respects with all applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations. (j) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Fund Agreements by the Adviser or the Additional Compensation Agreement, except such as have been made or obtained under the Act and the 1940 Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Prospectus. (k) Neither the execution, delivery or performance of this Agreement or any of the Fund Agreements to enter into which the Adviser is a party and the Additional Compensation Agreement, nor the consummation by the Fund or the Adviser of the transactions contemplated hereby or thereby (i) conflicts or will conflict with or constitutes or will constitute a breach of the charter or by-laws of the Adviser, (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any material agreement, indenture, lease or other instrument to which the Adviser is a party or by which it or any of its properties may be bound or (iii) violates or will violate any material statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Adviser or any of its properties or will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Adviser pursuant to the terms of any agreement or instrument to which the Adviser is a party or by which the Adviser may be bound or to which any of the property or assets of the Adviser is subject. (l) Except as stated in this AgreementAgreement and in the Prospectus, the Adviser has not taken and nor will it take, directly or indirectly, any action designed to or which should reasonably be expected to cause or result in or which will constitute, stabilization or manipulation of the price of any security of the Fund in violation of federal securities laws and the Adviser is not aware of any such action taken or to be taken by any of its affiliates. (m) In the event that the Fund or the Adviser makes available any promotional materials intended for use only by qualified broker-dealers and registered representatives thereof by means of an Internet web site or similar electronic means, the Adviser will install and maintain pre-qualification and password-protection or similar procedures which are reasonably designed to effectively prohibit access to such promotional materials by persons other than qualified broker-dealers and registered representatives thereof.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s ’s. powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision provision. of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state stale any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.

Representations and Warranties of the Adviser. The Adviser represents represents, warrants and warrants covenants to the Sub-Adviser and the Trust as follows: (a) i. The Adviser is and will remain registered as an investment adviser under the Advisers Act to and shall maintain such registration during the extent required therebyterm of this Agreement; (b) ii. The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Delaware with the power to own and possess its assets and carry on its business as it is now being conductedduties and obligations hereunder; (c) iii. The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (ia) any provision of applicable law, rule or regulation, (iib) the Adviser’s governing instruments, or (iiic) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) iv. The Form ADV of the Adviser as previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC SEC, with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Adviser will promptly provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV; (e) v. The Adviser has duly entered into the Advisory Agreement and this Agreement; vi. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of that code, together with evidence of its adoption; and vii. In connection with the services provided under the Advisory Agreement, the Adviser shall comply with all requirements applicable to the investment adviser of a closed-end registered investment company that has elected to operate as an interval fund like the Fund, including the Advisers Act and the 1940 Act, in all material respects. The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of all information reasonably requested by the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior Adviser in order to comply with the execution of this Agreement; and (g) The Adviser provisions hereof, the 1940 Act, and the Trust have duly entered into Advisers Act. viii. The Fund’s registration statement and prospectus, and any further amendments or supplements thereto, will, as of the Advisory Agreement pursuant applicable effective date, comply in all material respects with all applicable laws and regulations; the registration statement does not, and any amendments thereto will not, in each case as of the applicable effective date, contain an untrue statement of material fact or omit to which state any material fact required to be stated therein or necessary in order to make the Trust authorized statements therein not misleading; provided, however, that the foregoing shall not apply with respect to any information included in the Fund’s registration statement or prospectus that was furnished by the Sub-Adviser to enter into this Agreementfor inclusion therein.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California Virginia, with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of DirectorsTrustees, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, ; (ii) the Adviser’s governing instruments, ; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and; (ge) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement; and (f) The Adviser and the Trust have policies and procedures designed to detect and deter disruptive trading practices, including “market timing,” and the Adviser and the Trust each agree that they will continue to enforce and abide by such policies and procedures, as amended from time to time, and comply with all existing and future laws relating to such matters or to the purchase and sale of interests in the Funds generally.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act and will continue to be so registered so long as this Agreement remains in effect. The Adviser covenants to maintain all necessary registrations, licenses and approvals in effect during the extent required therebyterm of this Agreement, including NFA membership and registration as a Commodity Pool Operator; (b) The Adviser will immediately notify the Sub-Adviser of the occurrence of any event that would substantially impair the Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act; (c) The Adviser is fully authorized under all applicable law to enter into this Agreement and serve as Adviser to the Funds and to perform the services described under this Agreement; (d) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directorsmembers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (df) The Form ADV This Agreement is a valid and binding agreement of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser agrees to maintain an appropriate level of errors and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreementomissions or professional liability insurance coverage.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act and will continue to be so registered so long as this Agreement remains in effect. The Adviser covenants to maintain all necessary registrations, licenses and approvals in effect during the extent required therebyterm of this Agreement, including NFA membership and registration as a Commodity Pool Operator; (b) The Adviser will immediately notify the Sub-Adviser of the occurrence of any event that would substantially impair the Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment adviser of an investment company under applicable law; (c) The Adviser is fully authorized under all applicable law to enter into this Agreement and serve as Adviser to the Fund and to perform the services described under this Agreement; (d) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directorsmembers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (df) The Form ADV This Agreement is a valid and binding agreement of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser agrees to maintain an appropriate level of errors and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreementomissions or professional liability insurance coverage.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of DirectorsDirectors and the Trust, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s 's governing instruments, (iii) the Prospectus, (iv) the Trust’s Declaration of Trust or By-Laws or (iiiv) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall promptly provide to the Sub-Adviser a complete copy of each amendment to its Form ADV;. (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s 's Form ADV (a copy of which is attached as Exhibit B) at least 48 forty-eight hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust BDC as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyand shall maintain such registration; (b) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Part II of the Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Adviser as Advisers Act, previously provided to the Sub-Adviser Adviser, is a true and complete copy of the form as currently filed form. The Adviser will promptly provide the Sub-Adviser with the SEC and the information contained therein is accurate and a complete in copy of all material respects and does not omit subsequent amendments to state any material fact necessary in order to make the statements made, in light Part II of the circumstances under which they were made, not misleadingits Form ADV; (e) The Adviser shall provide and the BDC have duly entered into the Advisory Agreement pursuant to which the Sub-BDC authorized the Adviser a complete copy of each amendment to its Form ADVenter into this Agreement; (f) The Adviser shall comply in all material respects with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act and the 1940 Act; (g) The Adviser has implemented anti-money laundering policies and procedures that are reasonably designed to comply with applicable provisions of the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001 and any other applicable anti-money laundering laws and regulations; (h) To the Adviser’s knowledge, the assets of the BDC, were (A) not and are not directly or indirectly derived from activities that may contravene applicable laws and regulations, including anti-money laws and regulations and the laws, regulations and Executive Orders administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and (B) derived from the offering of the BDC’s interests; (i) The Adviser (or any person controlling or controlled by the Adviser, any person having a beneficial interest in the Adviser, or any person for whom the Adviser is acting as agent or nominee in connection with the BDC) is not (A) an individual or entity named on any available lists of known or suspected terrorists, terrorist organizations or of other sanctioned persons issued by the United States government and the government(s) of any jurisdiction(s) in which the Adviser is doing business, including the SDN List administered by OFAC, as such list may be amended from time to time; (B) an individual or entity otherwise prohibited by the OFAC sanctions programs; or (C) a current or former senior foreign political figure (“SFPF”) or politically exposed person (“PEP”), or an immediate family member or close associate of such an individual; (j) The Adviser, upon reasonable request by the Sub-Adviser, will provide such information as the Sub-Adviser may need to satisfy applicable anti-money laundering laws and regulations; and (k) The Adviser acknowledges and agrees that: (i) the Sub-Adviser and its affiliates perform investment advisory services for various clients and accounts (which may include registered investment companies). The Adviser agrees that the Sub-Adviser may give advice and take action with respect to any of its other clients or accounts which may differ from advice given or the timing or nature of action taken with respect to any client or account so long as it is the Sub-Adviser’s policy, to the extent practicable, to recommend for allocation and/or allocate investment opportunities to the client or account on a fair and equitable basis relative to its other clients and accounts. It is understood that the Sub-Adviser shall not have any obligation to recommend for purchase or sale any loans which its principals, affiliates or employees may purchase or sell for its or their own accounts or for any other client or account if, in the opinion of the Sub-Adviser, such transaction or investment appears unsuitable, impractical or undesirable for the Adviser (on behalf of the BDC); (ii) the Sub-Adviser and its affiliates may aggregate purchase or sale orders for the assets with purchase or sale orders for the same security for other clients’ accounts of the Sub-Adviser or of its affiliates, the Sub-Adviser’s own accounts and hold proprietary positions in accordance with its current aggregation and allocation policy (collectively, the “Advisory Clients”), but only if (x) in the Sub-Adviser’s reasonable judgment such aggregation results in an overall economic or other benefit to the assets taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses and factors and (y) the Sub-Adviser’s actions with respect to aggregating orders for multiple Advisory Clients, as well as the Adviser (on behalf of the BDC), are consistent with applicable law. However, the Sub-Adviser is under no obligation to aggregate any such orders under any circumstances; (iii) the Adviser further acknowledges that it received circumstances may arise under which the Sub-Adviser determines there is a copy limited supply or demand for a particular security. Under such circumstances, the Sub-Adviser shall recommend for allocation and/or allocate such security to the Adviser (on behalf of the BDC) and the Advisory Client in accordance with its then-current aggregation and allocation policy and in a fair and equitable manner consistent with its fiduciary duties owed to the Adviser and such other Advisory Clients; (iv) as a regular part of the restructuring and advisory practice of an affiliate of the Sub-Adviser (the “Restructuring Affiliate”), the Restructuring Affiliate advises debtors and creditors in connection with out-of-court debt restructurings and workouts and with bankruptcy proceedings. The Restructuring Affiliate also serves as adviser to official creditor committees established pursuant to such proceedings. In situations in which an issuer of an investment recommended to the Adviser (on behalf of the BDC) (or a creditor or group of creditors of such issuer) is a client or potential client of the restructuring and reorganization advisory practice (any such investment, a “Conflicted Investment”), the Sub-Adviser may recommend the sale of the Conflicted Investment or take such other actions as reasonably necessary to the extent deemed advisable by the Restructuring Affiliate, in consultation with the Sub-Adviser’s compliance officer, in order to avoid actual or perceived conflicts of interest with the restructuring and reorganization advisory practice, whether or not such recommended disposition or other actions would otherwise be in the best interests of the Adviser (or the BDC); provided, however, in each case any recommendation or action on the part of the Sub-Adviser must be in compliance with the 1940 Act. Further, there may also be instances in which the work of the restructuring and reorganization advisory practice prevents the Sub-Adviser from recommending the purchase of an investment. Notwithstanding anything to the contrary contained elsewhere herein, due to certain confidentiality obligations which the Restructuring Affiliate may be subject to, the Sub-Adviser shall not be obligated to inform the Adviser at the time of any action related to Conflicted Investments; (v) the Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV (a copy filed with the Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, which states information relative to the Sub-Adviser’s investment and brokerage policies and other important matters, and which the Sub-Adviser warrants is attached as Exhibit B) the current filing of such form, at least 48 hours prior to the execution of this Agreement, as required by Rule 204-3 under the Advisers Act; (vi) the Adviser acknowledges that the Sub-Adviser makes no warranty that any investments recommended by the Sub-Adviser hereunder will not depreciate in value or at any time not be affected by adverse tax consequences, nor does it give any warranty as to the performance or profitability of the assets or the success of any investment strategy recommended by the Sub-Adviser; and (gvii) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.acknowledges that it has received, read and understood the Sub-Adviser’s disclosures regarding conflicts of interest attached hereto as Exhibit B.

Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Sub-Adviser and the Trust as follows: (ai) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation limited liability company duly organized organized, validly existing, and validly existing in good standing under the laws of the State of California with the power Delaware and is fully authorized to own and possess its assets enter into this Agreement and carry on out its business as it is now being conductedduties and obligations hereunder; (cii) The execution, delivery and performance by the Adviser of this Agreement are within is registered as an investment adviser with the Adviser’s powers and have been duly authorized by SEC under the Advisers Act, shall maintain such registration in effect at all necessary action on times during the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser term of this Agreement, and shall notify the execution, delivery and performance by Trust immediately if the Adviser ceases to be so registered; (iii) the Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement do not contravene or constitute a default under remains in effect, the chief compliance officer of the Adviser shall certify to the Trust that the Adviser has complied with the requirements of Rule 17j-1 (ias amended from time to time) any provision during the previous quarter and that there have been no violations of applicable law, rule or regulation, (ii) the Adviser’s governing instrumentscode of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Trust, the Adviser shall permit representatives of the Trust to examine the reports (or (iiisummaries of the reports) any agreement, judgment, injunction, order, decree or required to be made to the Adviser by Rule 17j-1(c)(1) and other instrument binding upon records evidencing enforcement of the Advisercode of ethics; (div) the Adviser has the right to use the name “Running Oak” in connection with its services to the Trust, and the Trust shall have the right to use such name in connection with the Adviser’s management of the Funds. The Form ADV Adviser is not aware of any threatened or existing actions, claims, litigation or proceedings that would adversely affect or prejudice the rights of the Adviser as provided or the Trust to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreementuse such name; and (gv) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser represents and warrants that it has no arrangement or understanding with any party, other than the Trust, that would influence the decision of the Adviser with respect to enter into this Agreementits selection of securities for a Fund, and that all selections shall be done in accordance with what is in the best interest of the Fund.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust each Underwriter as follows: (a) The Adviser has been duly formed and is validly existing in good standing as a limited partnership under the laws of the State of Delaware, with full limited partnership power and will remain authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and is duly qualified to do business as a foreign limited partnership and is in good standing under the laws of each jurisdiction which requires such qualification. (b) The Adviser is duly registered as an investment adviser under the Advisers Act to and is not prohibited by the extent required thereby; (b) The Adviser is a corporation duly organized Advisers Act, the 1940 Act, the Advisers Act Rules and validly existing Regulations or the 1940 Act Rules and Regulations from acting for the Fund under the laws of Management Agreement as contemplated by the State of California with the power to own and possess its assets and carry on its business as it is now being conducted;Prospectus. (c) The executionAdviser has full power and authority to enter into this Agreement and the Management Agreement, and the execution and delivery of, and the performance by the Adviser of its obligations under, this Agreement are within and the Adviser’s powers and Management Agreement have been duly and validly authorized by all necessary action on the part of its Board of Directors, Adviser; and no action by or in respect of, or filing with, any governmental body, agency or official is required on this Agreement and the part of the Adviser for the execution, delivery have been duly executed and performance delivered by the Adviser and constitute the valid and legally binding agreements of this Agreementthe Adviser, and the execution, delivery and performance by enforceable against the Adviser in accordance with their terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments's obligations hereunder and thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;affecting creditors' rights generally and by general equitable principles. (d) The Form ADV Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Prospectus and under this Agreement and the Management Agreement. (e) The description of the Adviser as provided and its business, and the statements attributable to the Sub-Adviser is a true and complete copy of Adviser, in the form as currently filed with the SEC Registration Statement and the information contained therein is accurate Prospectus complied and complete comply in all material respects with the provisions of the Act, the 1940 Act, the Advisers Act, the Rules and does Regulations and the Advisers Act Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV;. (f) The No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Adviser acknowledges that it received a copy or its property is pending or, to the best knowledge of the Sub-Adviser’s Form ADV , threatened that (i) could reasonably be expected to have a copy material adverse effect on the ability of which is attached the Adviser to fulfill its obligations hereunder or under the Management Agreement, or (ii) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Adviser, whether or not arising from transactions in the ordinary course of business, except as Exhibit B) at least 48 hours prior set forth in or contemplated in the Prospectus (exclusive of any supplement thereto); and there are no agreements, contracts, indentures, leases or other instruments relating to the execution of this Agreement; andAdviser that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Act, the 1940 Act or the Rules and Regulations. (g) The Adviser has such licenses, permits and authorizations of governmental or regulatory authorities ("permits") as are necessary to own its property and to conduct its business in the manner described in the Prospectus; the Adviser has fulfilled and performed all its material obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Adviser under any such permit. (h) This Agreement and the Trust Management Agreement comply in all material respects with all applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations. (i) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Management Agreement, except such as have duly entered into been made or obtained under the Advisory Act and the 1940 Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Prospectus. (j) Neither the execution, delivery or performance of this Agreement pursuant or the Management Agreement, nor the consummation by the Fund or the Adviser of the transactions herein or therein contemplated (i) conflicts or will conflict with or constitutes or will constitute a breach of the limited partnership agreement of the Adviser, (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which the Trust authorized Adviser is a party or by which it or any of its properties may be bound or (iii) violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Adviser or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser pursuant to enter into this Agreementthe terms of any agreement or instrument to which the Adviser is a party or by which the Adviser may be bound or to which any of the property or assets of the Adviser is subject. Any certificate signed by any officer of the Adviser and delivered to the Representative or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Adviser, as to matters covered therein, to each Underwriter.

Representations and Warranties of the Adviser. The Adviser represents represents, warrants, and warrants covenants to the Sub-Adviser and the Trust as follows: (a) 4.1. The Adviser has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; 4.2. The Adviser is and will remain registered as an investment adviser under the Advisers Act. None of the Adviser, its affiliates, or any officer, manager, partner or employee of the Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Adviser from acting as an investment adviser to an investment company under the 1940 Act. The Adviser will promptly notify the Sub-Adviser upon the Adviser’s discovery of an occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Securities Exchange Act of 1934, as amended, the Commodity Exchange Act (“CEA”) and the rules and regulations thereunder, as applicable, as well all other applicable federal and state laws, rules, regulations and case law that relate to the extent required thereby; (b) The Adviser is a corporation duly organized Adviser’s services described hereunder and validly existing under to the laws conduct of the State of California with the power to own and possess its assets and carry on its business as a registered investment adviser and to maintain all licenses and registrations necessary to perform its duties hereunder in good order. The Adviser shall maintain compliance procedures that it is now being conductedreasonably believes are adequate to ensure its compliance with the foregoing; (c) 4.3. The execution, delivery Adviser maintains errors and performance by the Adviser of this Agreement are within the Adviser’s powers omissions insurance coverage in an appropriate amount and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided shall provide prior written notice to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary adverse changes in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) its insurance policies. The Adviser shall shall, upon reasonable request, provide to the Sub-Adviser a complete copy with any information it may reasonably require concerning the amount of each amendment to its Form ADVor scope of such insurance; (f) 4.4. The Adviser acknowledges has the authority under the Investment Advisory Agreement to appoint the Sub-Adviser, subject to approval and oversight of the Board; 4.5. The Adviser further represents and warrants that it has received a copy of the Sub-Adviser’s current Form ADV (a copy ADV; 4.6. The Adviser has provided the Sub-Adviser with each Fund’s most current prospectus and statement of which is attached additional information contained in the Trust’s registration statement and the Investment Policies, as Exhibit B) at least 48 hours prior in effect from time to time. The Adviser shall promptly furnish to the execution Sub-Adviser copies of this Agreementall material amendments or supplements to the foregoing documents; 4.7. The Adviser or its delegate will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in, the Fund; and (g) 4.8. The Adviser or its delegate will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Sub-Adviser to enter into this Agreementperform its responsibilities hereunder.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV;. (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (( a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.

Representations and Warranties of the Adviser. (a) Each Fund is an “eligible contract participant” as defined in Section 1a(18) of the U.S. Commodity Exchange Act (the “CEA”) and U.S. Commodity Futures Trading Commission (“CFTC”) Rule 1.3(m) thereunder and a “qualified eligible person” as defined in Rule 4.7 of the CFTC. The Adviser represents and warrants consents to each Fund being treated as an exempt account under Rule 4.7 of the Sub-Adviser and the Trust as follows:CFTC; (ab) The Adviser is registered with the National Futures Association as a commodity pool operator and will remain continue to be so registered (or, as applicable, will not be registered as a commodity pool operator in reliance on the Rule 4.5 exemption under the U.S. Commodity Futures Trading Commission and its regulations) for so long as this Agreement remains in effect; (c) The execution, delivery and performance by the Adviser and the Funds of this Agreement have been duly authorized by all necessary action on the part of the Adviser and the Board (including full authority to bind the Funds to the terms of this Agreement); (d) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect, (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement, (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser will also promptly notify the Sub-Adviser if it or a member of its executive management is served or otherwise receives notice of any action, suit, proceeding or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or relating to the extent required therebyinvestment advisory services of the Adviser (other than any routine regulatory examinations); (be) The Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition of assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder; (f) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Oklahoma with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser will promptly notify the Sub-Adviser if any of the above representations in this Section are no longer true and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreementaccurate.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust Fund as follows: (a) The Adviser is and will remain shall be registered as an investment adviser under the Advisers Act to as of the extent required therebydate the Fund commences investment operations and shall maintain such registration; (b) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Part 2 of the Adviser’s most recent Form ADV that will be filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Adviser as Advisers Act, and that will be provided to the Sub-Adviser is Adviser, shall be a true and complete copy of the form as currently filed form. The Adviser will promptly provide the Sub-Adviser with the SEC and the information contained therein is accurate and a complete in copy of all material respects and does not omit subsequent amendments to state any material fact necessary in order to make the statements made, in light Part 2 of the circumstances under which they were made, not misleadingits Form ADV; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust Fund have duly entered into the Advisory Agreement pursuant to which the Trust Fund authorized the Adviser to enter into this Agreement; (f) The Adviser shall comply in all material respects with all requirements applicable to the investment adviser to a registered investment company like the Fund under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act; (g) The Adviser has implemented anti-money laundering policies and procedures that are reasonably designed to comply with applicable provisions of the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001 and any other applicable anti-money laundering laws and regulations; (h) To the Adviser’s knowledge, the assets of the Fund, were (A) not and are not directly or indirectly derived from activities that may contravene applicable laws and regulations, including anti-money laws and regulations and the laws, regulations and Executive Orders administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and (B) derived from the offering of the Fund’s interests; (i) The Adviser (or any person controlling or controlled by the Adviser, any person having a beneficial interest in the Adviser, or any person for whom the Adviser is acting as agent or nominee in connection with the Fund) is not (A) an individual or entity named on any available lists of known or suspected terrorists, terrorist organizations or of other sanctioned persons issued by the United States government and the government(s) of any jurisdiction(s) in which the Adviser is doing business, including the SDN List administered by OFAC, as such list may be amended from time to time; (B) an individual or entity otherwise prohibited by the OFAC sanctions programs; or (C) a current or former senior foreign political figure (“SFPF”) or politically exposed person (“PEP”), or an immediate family member or close associate of such an individual; (j) The Adviser, upon reasonable request by the Sub-Adviser, will provide such information as the Sub-Adviser may need to satisfy applicable anti-money laundering laws and regulations; and (k) The Adviser acknowledges and agrees that: (i) the Sub-Adviser and its affiliates perform investment advisory services for various clients and accounts (which includes registered investment companies, business development companies and other clients and proprietary accounts, collectively, the “Advisory Clients”). The Adviser agrees that the Sub-Adviser may give advice and take action with respect to any of its other Advisory Clients, in accordance with the investment objectives and strategies of such other Advisory Clients, which may differ from advice given or the timing or nature of action taken with respect to the Fund, so long as it is the Sub-Adviser’s policy, to the extent practicable, to recommend for allocation and/or allocate investment opportunities to the Fund on a fair and equitable basis relative to its other Advisory Clients. It is understood that the Sub-Adviser shall not have any obligation to recommend for purchase or sale any loans or securities which its principals, affiliates or employees may purchase or sell for its or their own accounts or for any other Advisory Clients if, in the opinion of the Sub-Adviser, such transaction or investment appears unsuitable, impractical or undesirable for the Fund; (ii) the Sub-Adviser and its affiliates may aggregate purchase or sale orders for Advisory Clients (including proprietary positions) in accordance with its current aggregation and allocation policy, but only if (x) in the Sub-Adviser’s reasonable judgment such aggregation results in an overall economic or other benefit to the assets taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses and factors and (y) the Sub-Adviser’s actions with respect to aggregating orders for multiple Advisory Clients, as well as the Fund, are consistent with applicable law. However, the Sub-Adviser is under no obligation to aggregate any such orders under any circumstances; (iii) that circumstances may arise under which the Sub-Adviser determines there is a limited supply or demand for a particular security. Under such circumstances, the Sub-Adviser shall recommend for allocation and/or allocate such security to the Fund and the Advisory Client in accordance with its then-current aggregation and allocation policy, the Adviser’s then-current allocation policy and any applicable exemptive orders, and in a fair and equitable manner consistent with its fiduciary duties owed to the Fund and such other Advisory Clients; (iv) as a regular part of the restructuring and advisory practice of an affiliate of the Sub-Adviser (the “Restructuring Affiliate”), the Restructuring Affiliate advises debtors and creditors in connection with out-of-court debt restructurings and workouts and with bankruptcy proceedings. The Restructuring Affiliate also serves as adviser to official creditor committees established pursuant to such proceedings. In situations in which an issuer of an investment recommended to the Adviser (on behalf of the Fund) (or a creditor or group of creditors of such issuer) is a client or potential client of the Restructuring Affiliate (any such investment, a “Conflicted Investment”), the Sub-Adviser may recommend the sale of the Conflicted Investment or take such other actions as reasonably necessary to the extent deemed advisable by the Restructuring Affiliate, in consultation with the Sub-Adviser’s compliance officer, in order to avoid actual or perceived conflicts of interest between the best interests of the Fund and its shareholders and the restructuring and reorganization advisory practice, whether or not such recommended disposition or other actions would have been recommended absent the conflict; provided, however, in each case, any recommendation or action on the part of the Sub-Adviser must be in compliance with the 1940 Act. Further, there may also be instances in which the work of the Restructuring Affiliate prevents the Sub-Adviser from recommending the purchase of an investment. Notwithstanding anything to the contrary contained elsewhere herein, due to certain confidentiality obligations which the Restructuring Affiliate may be subject to, the Sub-Adviser shall not be obligated to inform the Adviser of the nature of the Restructuring Affiliate’s participation in any Conflicted Investment at the time of any action related to Conflicted Investments; (v) it has received Part 2 of the Sub-Adviser’s Form ADV filed with the Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, which states information relative to the Sub-Adviser’s investment and brokerage policies and other important matters, and which the Sub-Adviser warrants is the current filing of such form; (vi) the Sub-Adviser makes no warranty that any investments recommended by the Sub-Adviser hereunder will not depreciate in value or at any time not be affected by adverse tax consequences, nor does it give any warranty as to the performance or profitability of the assets or the success of any investment strategy recommended by the Sub-Adviser; and (vii) it has received, read and understood the Sub-Adviser’s disclosures regarding conflicts of interest attached hereto as Exhibit B and such disclosures have been provided to the Board in connection with their consideration of this Agreement.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) and any applicable brochure supplements (Form ADV, Part 2B) from Sub-Adviser prior to signing this Agreement at least 48 hours prior to the execution of this Agreement; and. Moreover, the Adviser hereby consents to receive the Sub-Adviser’s Form ADV electronically. (gf) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement; (g) The Fund has the full power and authority to enter into all transactions contemplated under this Agreement, to perform its obligations under such transactions and such execution and performance will not violate any applicable law, regulation, organizational document, policy or agreement binding on Trust; (h) Any restrictions to which the Fund is subject relating to this Agreement or any transaction contemplated by this Agreement is set out in the Prospectus and Instructions, provided by the Adviser to the Sub-Adviser from time to time, and Sub-Adviser shall be entitled to assume that no restrictions other than those contained in the Prospectus and Instructions apply; and (i) Information or documentation provided by the Advisor or its agents to the Sub-Adviser pursuant to this Agreement is accurate, complete, up-to-date and not misleading in any respect and the Adviser has notified the Sub-Adviser of all such information which is reasonably relevant to the performance of the Sub-Adviser’s duties under this Agreement.

Representations and Warranties of the Adviser. The Adviser represents represents, warrants and warrants covenants to the Sub-Adviser and the Trust as follows: (a) i. The Adviser is and will remain registered as an investment adviser under the Advisers Act to and shall maintain such registration during the extent required therebyterm of this Agreement; (b) ii. The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Delaware with the power to own and possess its assets and carry on its business as it is now being conductedduties and obligations hereunder; (c) iii. The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (ia) any provision of applicable law, rule or regulation, (iib) the Adviser’s governing instruments, or (iiic) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) iv. The Form ADV of the Adviser as previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC SEC, with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Adviser will promptly provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV; #49362336_v1 9 v. The Adviser has duly entered into the Advisory Agreement and this Agreement; (e) vi. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of that code, together with evidence of its adoption; and vii. In connection with the services provided under the Advisory Agreement, the Adviser shall comply with all requirements applicable to the investment adviser of a closed-end registered investment company that has elected to operate as an interval fund like the Fund, including the Advisers Act and the 1940 Act, in all material respects. The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of all information reasonably requested by the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior Adviser in order to comply with the execution of this Agreement; and (g) The Adviser provisions hereof, the 1940 Act, and the Trust have duly entered into Advisers Act. viii. The Fund’s registration statement and prospectus, and any further amendments or supplements thereto, will, as of the Advisory Agreement pursuant applicable effective date, comply in all material respects with all applicable laws and regulations; the registration statement does not, and any amendments thereto will not, in each case as of the applicable effective date, contain an untrue statement of material fact or omit to which state any material fact required to be stated therein or necessary in order to make the Trust authorized statements therein not misleading; provided, however, that the foregoing shall not apply with respect to any information included in the Fund’s registration statement or prospectus that was furnished by the Sub-Adviser to enter into this Agreementfor inclusion therein.

Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Sub-Adviser and the Trust as follows: : (ai) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation limited liability company duly organized and validly existing in good standing under the laws of the State of California with the power Illinois and is fully authorized to own and possess its assets enter into this Agreement and carry on out its business as it is now being conducted; (c) The execution, delivery duties and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, obligations hereunder; (ii) the Adviser’s governing instrumentsAdviser is registered as an investment adviser with the SEC under the Advisers Act, or and shall maintain such registration in effect at all times during the term of this Agreement; (iii) any agreementthe Adviser is not prohibited by the 1940 Act, judgment, injunction, order, decree the Advisers Act or other instrument binding upon law, regulation or order from performing its obligations under this Agreement; (iv) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the Adviser; applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (dv) The Form ADV of has the Adviser as provided power and authority to enter into and perform its obligations under this Agreement; (vi) will promptly notify the Sub-Adviser is a true and complete copy of the form occurrence of any event that would disqualify the Adviser from serving as currently filed the investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (vii) has adopted a written code of ethics complying with the SEC requirements of Rule 17j-1 under the 1940 Act and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall will provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received with a copy of such code of ethics; and (viii) will promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund and affecting the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior ; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to the execution of be reported by this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreementprovision.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust Fund as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act and will continue to the extent required therebybe so registered so long as this Agreement remains in effect; (b) The Adviser will immediately notify the Sub-Adviser of the occurrence of any event that would substantially impair the Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Fund or the Adviser; (c) The Adviser is fully authorized under all applicable law to enter into this Agreement and serve as Adviser to the Fund and to perform the services described under this Agreement; (d) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directorsmembers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (df) The Form ADV This Agreement is a valid and binding agreement of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser agrees to maintain an appropriate level of errors and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreementomissions or professional liability insurance coverage.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust each Underwriter as follows: (a) The Adviser has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of California, with full corporate power and will remain authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification. (b) The Adviser is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the 1940 Act Rules and Regulations from acting under the Fund Agreements to the extent required thereby; (b) The Adviser which it is a corporation duly organized and validly existing under party for the laws of Fund or the State of California with After-Market Services Agreement as contemplated by the power to own and possess its assets and carry on its business as it is now being conducted;Prospectus. (c) The executionAdviser has full power and authority to enter into this Agreement, the Fund Agreements to which it is a party, the After-Market Services Agreement and the Indemnification Agreement, the execution and delivery of, and the performance by the Adviser of its obligations under, this Agreement, the Fund Agreements to which it is a party, the After-Market Services Agreement are within and the Adviser’s powers and Indemnification Agreement have been duly and validly authorized by all necessary action on the part of its Board of DirectorsAdviser; and this Agreement, the Fund Agreements to which it is a party, the After-Market Services Agreement and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery Indemnification Agreement have been duly executed and performance delivered by the Adviser and constitute the valid and legally binding agreements of this Agreementthe Adviser, and the execution, delivery and performance by enforceable against the Adviser in accordance with their terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments's obligations hereunder and thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;affecting creditors' rights generally and by general equitable principles. (d) The Form ADV Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Prospectus and under this Agreement, the Fund Agreements to which it is a party, the After-Market Services Agreement and the Indemnification Agreement. (e) The description of the Adviser as provided and its business, and the statements attributable to the Sub-Adviser is a true and complete copy of Adviser, in the form as currently filed with the SEC Registration Statement and the information contained therein is accurate Prospectus complied and complete comply in all material respects with the provisions of the Act, the 1940 Act, the Advisers Act, the Rules and does Regulations and the Advisers Act Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV;. (f) The No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Adviser acknowledges that it received a copy or its property is pending or, to the best knowledge of the SubAdviser, threatened that (i) could reasonably be expected to have a material adverse effect on the ability of the Adviser to fulfill its obligations hereunder or under the Fund Agreements to which it is a party, the After-Market Services Agreement or the Indemnification Agreement or (ii) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Adviser’s Form ADV , whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (a copy exclusive of which is attached any supplement thereto); and there are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or the Prospectus or to be filed as Exhibit B) at least 48 hours prior an exhibit to the execution of this Agreement; andRegistration Statement that are not described or filed as required by the Act, the 1940 Act or the Rules and Regulations. (g) Since the date as of which information is given in the Prospectus, except as otherwise stated therein, (i) there has been no material, adverse change in the condition (financial or other), business, properties, net assets or results of operations or business prospects of the Adviser, whether or not arising from the ordinary course of business and (ii) there have been no transactions entered into by the Adviser which are material to the Adviser other than those in the ordinary course of its business as described in the Prospectus, except as could not reasonably be expected to materially impact the Adviser's ability to perform its obligations under this Agreement and the Fund Agreements to which it is a party. (h) The Adviser has such licenses, permits and authorizations of governmental or regulatory authorities ("permits") as are necessary to own its property and to conduct its business in the Trust have duly entered into manner described in the Advisory Agreement pursuant Prospectus; the Adviser has fulfilled and performed all its material obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Adviser under any such permit. (i) This Agreement, the Fund Agreements to which the Trust authorized Adviser is a party, the After-Market Services Agreement and the Indemnification Agreement comply in all material respects with all applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations. (j) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, in the Fund Agreements, the After-Market Services Agreement or the Indemnification Agreement by the Adviser, except such as have been made or obtained under the Act and the 1940 Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Shares by the Underwriters in the manner contemplated herein and in the Prospectus. (k) Neither the execution, delivery or performance of this Agreement or any of the Fund Agreements to which the Adviser is a party, the After-Market Services Agreement and the Indemnification Agreement, nor the consummation by the Fund or the Adviser of the transactions contemplated hereby or thereby (i) conflicts or will conflict with or constitutes or will constitute a breach of the charter or by-laws of the Adviser, (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any material agreement, indenture, lease or other instrument to enter into which the Adviser is a party or by which it or any of its properties may be bound or (iii) violates or will violate any material statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Adviser or any of its properties or will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Adviser pursuant to the terms of any agreement or instrument to which the Adviser is a party or by which the Adviser may be bound or to which any of the property or assets of the Adviser is subject. (l) Except as stated in this AgreementAgreement and in the Prospectus, the Adviser has not taken and nor will it take, directly or indirectly, any action designed to or which should reasonably be expected to cause or result in or which will constitute, stabilization or manipulation of the price of any security of the Fund in violation of federal securities laws and the Adviser is not aware of any such action taken or to be taken by any of its affiliates. (m) In the event that the Fund or the Adviser makes available any promotional materials intended for use only by qualified broker-dealers and registered Representative thereof by means of an Internet web site or similar electronic means, the Adviser will install and maintain pre-qualification and password-protection or similar procedures which are reasonably designed to effectively prohibit access to such promotional materials by persons other than qualified broker-dealers and registered Representative thereof.

Representations and Warranties of the Adviser. The Adviser represents and warrants to each Underwriter as of the Sub-Adviser date hereof, the Applicable Time and the Trust Closing Time (as defined below) and agrees with each Underwriter, as follows: (ai) The the Adviser has been duly formed and is validly existing as a Delaware limited liability company and in good standing under the laws of the State of Delaware with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to execute and deliver this Agreement; the Adviser had full power and authority to execute and deliver the Investment Advisory Agreement and the Administration Agreement, as applicable, and the Adviser is duly qualified to do business as a foreign entity and will remain is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a material adverse effect on the business, financial condition, capitalization or regulatory status of such entity, or otherwise reasonably be expected to prevent such entity from carrying out its obligations under the Investment Advisory Agreement or the Administration Agreement, as applicable (collectively, an “Adviser Material Adverse Effect”); (ii) the Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the Investment Company Act or the applicable published rules and regulations promulgated thereunder from acting under the Investment Advisory Agreement for the Company as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus. There does not exist any proceeding or, to the Adviser’s knowledge, any facts or circumstances the existence of which could lead to any proceeding which might adversely affect the registration of the Adviser with the Commission; (iii) there are no actions, suits, claims, proceedings or, to the Adviser’s knowledge, investigations pending or, to the knowledge of the Adviser, threatened to which the Adviser or, to the knowledge of the Adviser, any of its respective officers, partners, or members are or would be a party, or of which any of its properties are or would be subject at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, except any such action, suit, claim, investigation or proceeding which would not if determined adversely to the Adviser, (A) have, individually or in the aggregate, an Adviser Material Adverse Effect or (B) prevent the consummation of the transactions contemplated hereby; (iv) the Adviser is not (A) in violation of its limited liability company operating agreement or (B) in breach of (nor has any event occurred that, with notice or lapse of time or both, would reasonably be expected to result in any breach or violation) any indenture, mortgage, deed of trust, bank loan, credit agreement or other evidence of indebtedness or any license, lease, contract or other agreement or instrument to which the Adviser is a party, or (C) in contravention of any law, regulation or rule or any decree, judgment or order applicable to the Adviser, except, with respect to clause (B) and (C), to the extent required therebythat any such breach, violation or contravention would not reasonably be expected to have an Adviser Material Adverse Effect; (bv) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, the Investment Advisory Agreement and the Administration Agreement, the consummation of the transactions contemplated hereby and thereby and the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) will not (A) violate the limited liability company operating agreement of the Adviser or (B) result in any breach of (nor has any event occurred that, with notice, lapse of time or both, would reasonably be expected to result in any breach or violation) any indenture, mortgage, deed of trust, bank loan, credit agreement or other evidence of indebtedness or any license, lease, contract or other agreement or instrument to which the Adviser is a party or (C) contravene any law, regulation or rule or any decree, judgment or order applicable to the Adviser, except, with respect to clause (B) and (C), to the extent that any such breach or violation or contravention would not reasonably be expected to have an Adviser Material Adverse Effect; and the execution, delivery and performance by the Adviser of this Agreement, the Investment Advisory Agreement do and the Administration Agreement and consummation of the transactions contemplated hereby and thereby, will not contravene conflict with, result in any breach or violation of or constitute a default under (i) nor constitute any provision event which with notice, lapse of applicable law, rule time or regulationboth would reasonably be expected to result in any breach or violation of or constitute a default under), (iiD) the Adviser’s governing instrumentslimited liability company operating agreement, (E) other organizational documents of the Adviser, (F) any indenture, mortgage, deed of trust, bank loan, credit agreement or other evidence of indebtedness or any license, lease, contract or other agreement or instrument to which the Adviser is a party or (iiiG) any agreementlaw, judgmentregulation, injunctionrule or any decree, order, decree judgment or other instrument binding upon order applicable to the Adviser, except, with respect to clauses (F) and (G), to the extent that any such breach, violation or contravention would not reasonably be expected to have an Adviser Material Adverse Effect; (dvi) The Form ADV this Agreement, the Investment Advisory Agreement and the Administration Agreement have been duly authorized, executed and delivered by the Adviser; this Agreement, the Investment Advisory Agreement and the Administration Agreement constitute valid and legally binding agreements of the Adviser, provided, however, that the Adviser makes no representations or warranties with respect to the validity or enforceability of any provision hereunder or thereunder relating to rights to indemnity and/or contribution or enforceability of any obligations that may be limited by the Enforceability Exceptions; (vii) the descriptions of the Adviser as provided to contained in the Sub-Adviser is a true and complete copy of Registration Statement, the form as currently filed with the SEC General Disclosure Package and the information contained therein is Prospectus are true, accurate and complete in all material respects respects; (viii) the Adviser has the financial resources available to it necessary for the performance of its services and does obligations as contemplated in the Registration Statement, General Disclosure Package and the Prospectus and under this Agreement and with respect to the Investment Advisory Agreement and the Administration Agreement; (ix) subsequent to the date of the most recent financial statements contained in the Registration Statement, General Disclosure Package and the Prospectus, there has not omit to state been any material fact adverse change, or any development involving a prospective material adverse change, in the business, financial condition, capitalization, prospects, or regulatory status of the Adviser; (x) the Adviser has all Consents and has made all necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary Consents from other persons, in order to conduct its business, except where the failure to obtain such Consents or make such filings would not reasonably be expected to have an Adviser Material Adverse Effect; the statements madeAdviser is not in violation of, or in light default under, nor has the Adviser received notice of any proceedings relating to revocation or modification of any such Consent or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the circumstances under which they were madeAdviser, not misleadingexcept where such revocation or modification would not, individually or in the aggregate, reasonably be expected to have an Adviser Material Adverse Effect; (exi) The neither the Adviser shall provide nor, to the Sub-Adviser a complete copy knowledge of each amendment the Adviser, any of its partners, officers, affiliates or controlling persons has taken, directly or indirectly, any action designed, under the Exchange Act, to its Form ADVresult in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Securities; (fxii) The the Adviser acknowledges is not aware that it received a copy (A) any executive, key employee or significant group of employees of the Sub-Company, if any, or the Adviser’s Form ADV , plans to terminate employment with the Company or the Adviser or (a copy of which is attached as Exhibit B) at least 48 hours prior any such executive, key employee or significant group of employees is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company or the Adviser, except where such termination or violation would not reasonably be expected to have an Adviser Material Adverse Effect; (xiii) the Adviser maintains a system of internal controls sufficient to provide reasonable assurance that (A) transactions effectuated by it under the Investment Advisory Agreement are executed in accordance with its management’s general or specific authorization; and (B) access to the execution Company’s assets is permitted only in accordance with its management’s general or specific authorization; (xiv) the Adviser maintains a system of this Agreementinternal accounting controls sufficient to provide reasonable assurance that (A) transactions for which it has bookkeeping and record keeping responsibility under the Administration Agreement are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for the Company’s assets and (B) the recorded accountability for such assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (xv) the operations of the Adviser are and have been conducted at all times in compliance in all material respects with all applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transaction Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), as amended, and the applicable anti-money laundering statutes of jurisdictions where the Adviser conducts business, and the rules and regulations promulgated thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Adviser Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Adviser with respect to the Adviser Anti-Money Laundering Laws is pending or, to the knowledge of the Adviser, threatened; (xvi) neither the Adviser nor any director, officer or employee thereof, nor, to the knowledge of the Adviser, any controlled affiliate, agent or representative thereof is aware of or has taken any action, directly or indirectly, that would result in a violation by such entities or persons of the FCPA or of the U.K. Bribery Act, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment, giving or receipt of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, the U.K. Bribery Act or other applicable anti-corruption laws, and the Adviser and any affiliate of the Adviser have conducted their businesses in compliance with the FCPA, the U.K. Bribery Act and other applicable anti-corruption laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with applicable anti-corruption laws; and (gxvii) neither the Adviser nor any director, officer or employee thereof, nor, to the Adviser’s knowledge, any controlled affiliate, representative or agent thereof (A) is, or is controlled or 50% or more owned by or is acting on behalf of, a Sanctioned Person, (B) is located, organized or resident in a Sanctioned Territory or (C) will directly or knowingly indirectly (which shall not include anything done with any such proceeds after they have been received by any affiliate of the Underwriters) use the proceeds of the issuance and sale of Securities hereunder, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other person or entity in any manner to fund or facilitate any activities of or business with any Sanctioned Person or any Sanctioned Territory, at the time of such funding or facilitation or that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as an underwriter, adviser, investor or otherwise). The Adviser and has not knowingly engaged in any dealings or transactions with or for the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized benefit of a Sanctioned Person, or with or in a Sanctioned Territory, nor does the Adviser have any plans to enter into this Agreementincrease its dealings or transactions with or for the benefit of Sanctioned Persons, or with or in Sanctioned Territories. Neither the Adviser nor any of the Adviser’s subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Territory, nor does the Adviser or any of its subsidiaries have any plans to increase its dealings or transactions with or for the benefit of Sanctioned Persons, or with or in Sanctioned Territories.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and; (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement; and (h) The Adviser represents and warrants that the Fund is (i) a Qualified Institutional Buyer authorized to invest in restricted securities under Rule 144A of the Securities Act of 1933 and (ii) a “qualified eligible person” as defined in the rules promulgated under the United States Commodity Exchange Act (the “CEA”) for purposes of the CEA and the regulations thereunder.

Representations and Warranties of the Adviser. The Adviser represents and warrants that the Trust is (and during the term of this Agreement, will remain) registered as an open-end management investment company under the 1940 Act and that the shares of the Trust representing an interest in each Fund are (and during the term of this Agreement will remain) registered under the Securities Act of 1933 and under any applicable state securities laws. The Adviser further represents and warrants that the Adviser: a. is registered with the U.S. Securities and Exchange Commission under the Advisers Act. Adviser shall remain so registered throughout the term of this Agreement and shall notify Sub-Adviser immediately if Adviser ceases to be so registered as an investment adviser. b. will timely provide the Sub-Adviser and with (i) a copy of the minutes of the meetings of the Board of Trustees of the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;they may affect the Funds or the services of the Sub-Adviser, (ii) copies of any financial statements or reports made by the Funds to its shareholders, (iii) resolutions, policies and procedures adopted by the Trust in respect of the management or operation of the Funds, (iv) a list of affiliated brokers and underwriters and other affiliates for compliance with applicable provisions of the 1940 Act, (v) any updates to the Trust’s prospectus or prospectus supplements, and (vi) any further materials or information which the Sub-Adviser may reasonably request to enable it to perform its functions under this Agreement. Until updates or amendments to such documents are provided, the Sub-Adviser may continue to rely on those documents previously provided. (b) The Adviser c. is a corporation duly organized and validly existing under the laws of the State of California Washington with the power to own and possess its assets and carry on its business as it is now being conducted;. (c) The execution, delivery d. has the authority to enter into and performance perform the services contemplated by this Agreement. e. is not prohibited by the Adviser of 1940 Act or the Advisers Act from performing the services contemplated by this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of DirectorsAgreement. f. has met, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser will continue to seek to meet for the execution, delivery and performance by the Adviser duration of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene any other applicable federal or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instrumentsstate requirements, or (iii) the applicable requirements of any agreementregulatory or industry self-regulatory agency, judgment, injunction, order, decree or other instrument binding upon necessary to be met in order to perform the Adviser;services this Agreement. (d) The Form ADV of the Adviser as provided to the g. will promptly notify Sub-Adviser is a true and complete copy of the form occurrence of any event that would disqualify it from serving as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit an investment advisor to state any material fact necessary in order an investment company pursuant to make the statements made, in light Section 9(a) of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement1940 Act.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser Adviser under the Advisers Act to the extent required therebyAct; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form for ADV;. (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s 's Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act and will continue to the extent required therebybe so registered so long as this Agreement remains in effect; (b) The Adviser will notify the Sub-Adviser as soon as reasonably practicable of the occurrence of any event that would substantially impair the Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act. To the extent permissible under applicable law, the Adviser will promptly notify the Sub-Adviser of the existence of any completed audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) conducted by any state or federal governmental regulatory authority that may have a material adverse effect on the Sub-Adviser, involving the affairs of the Funds or the Adviser; (c) The Adviser has been duly appointed by the Board and the shareholders of the Trust to provide investment services to the Funds as contemplated by this Agreement and is authorized to delegate any and all duties and obligations thereunder; (d) The Adviser is fully authorized under all applicable law to (i) enter into this Agreement, (ii) serve as Adviser to the Funds and (iii) perform the services described under this Agreement; (e) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (cf) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directorsmembers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (dg) This Agreement is a valid and binding agreement of the Adviser; (h) The Form ADV Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage; (A) The Adviser agrees that it and the Trust has each implemented and maintains and will comply with anti-money laundering policies and procedures that are reasonably designed to comply with the U.S. Bank Secrecy Act of 1970, as amended by the USA PATRIOT Act of 2001, any other applicable anti-money laundering laws and regulations, and regulations and Executive Orders administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (collectively, the “Anti-Money Laundering Laws”). The Adviser as provided to acknowledges and agrees that the Sub-Adviser is a true shall have no responsibility or obligations with respect to the Adviser’s or the Trust’s implementation and complete copy of the form as currently filed compliance with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) Anti-Money Laundering Laws. The Adviser shall provide to notify the Sub-Adviser a complete copy promptly in writing should the Adviser become aware of each amendment any change to its Form ADV; (f) The Adviser acknowledges that it received a copy of representations set forth in this Section 7(i); and on request by the Sub-Adviser’s Form ADV (a copy of which is attached , it will provide such information as Exhibit B) at least 48 hours prior the Sub-Adviser may need to the execution of this Agreementsatisfy its own compliance with Anti-Money Laundering Laws; and (gj) The Adviser agrees that it shall determine the geographic regions in which each Fund will be marketed in consultation with the Sub-Adviser, and that each such determination shall be subject to the mutual agreement of the Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this AgreementSub-Adviser.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust Company as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California Virginia, with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, ; (ii) the Adviser’s 's governing instruments, ; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s 's Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and; (ge) The Adviser and the Trust Company have duly entered into the Advisory Agreement pursuant to which the Trust Company authorized the Adviser to enter into this Agreement; and (f) The Adviser and the Company have policies and procedures designed to detect and deter disruptive trading practices, including "market timing," and the Adviser and the Company each agree that they will continue to enforce and abide by such policies and procedures, as amended from time to time, and comply with all existing and future laws relating to such matters or to the purchase and sale of interests in the Funds generally.

Representations and Warranties of the Adviser. The Adviser represents to each Underwriter as of the date of this Underwriting Agreement, as of the Firm Shares Closing Time and warrants to the Sub-Adviser and the Trust as of each Additional Shares Closing Time, if any, as follows: (a) The Adviser has been duly formed, is validly existing as a statutory trust under the laws of the State of Delaware with full power and will remain authority to conduct all of the activities conducted by it, to own or lease all of the assets owned or leased by it and to conduct its business as described in the Registration Statement, the Pricing Prospectus and the Prospectus, and the Adviser is duly licensed and qualified to do business and in good standing in each jurisdiction in which it is required to be so qualified; and the Adviser owns, possesses or has obtained and currently maintains all governmental licenses, permits, consents, orders, approvals and other authorizations, whether foreign or domestic, necessary to carry on its business as contemplated in the Registration Statement, the Pricing Prospectus and the Prospectus. (b) The Adviser is (i) duly registered as an investment adviser under the Advisers Act to and (ii) not prohibited by the extent required thereby; (b) The Adviser is a corporation duly organized Advisers Act or the Investment Company Act from acting as the investment adviser for the Fund as contemplated by the Investment Advisory Agreement, the Subadvisory Agreement, the Registration Statement, the Pricing Prospectus and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted;Prospectus. (c) The executionAdviser has full power and authority to enter into each of this Underwriting Agreement, the Investment Advisory Agreement, the Subadvisory Agreement, the Subscription Agreement and the Shareholder Servicing Agreements (collectively, the "Adviser Agreements"), and to carry out all the terms and provisions hereof and thereof to be carried out by it; and each Adviser Agreement has been duly and validly authorized, executed and delivered by the Adviser; none of the Adviser Agreements violates any of the applicable provisions of the Investment Company Act or the Advisers Act; and assuming due authorization, execution and delivery by the other parties thereto, each Adviser Agreement constitutes a legal, valid and performance binding obligation of the Adviser, enforceable in accordance with its terms, (i) subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and (ii) except as rights to indemnity thereunder may be limited by federal or state securities laws. (d) Neither (i) the execution and delivery by the Adviser of this any Adviser Agreement are within nor (ii) the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance consummation by the Adviser of this Agreementthe transactions contemplated by, and or the executionperformance of its obligations under any Adviser Agreement conflicts or will conflict with, delivery and performance by or results or will result in a breach of, the Declaration of Trust or By-Laws of the Adviser of this Agreement do not contravene or constitute any agreement or instrument to which the Adviser is a default under (i) party or by which the Adviser is bound, or any provision of applicable law, rule or regulation, or order of any court, governmental instrumentality, securities exchange or association or arbitrator, whether foreign or domestic, applicable to the Adviser. (e) No consent, approval, authorization or order of any court, governmental agency or body or securities exchange or association, whether foreign or domestic, is required for the consummation of the transactions contemplated in, or the performance by the Adviser of its obligations under, any Adviser Agreement, as the case may be, except such as (i) have been obtained under the Securities Act, the Investment Company Act, or the Advisers Act, and (ii) may be required by the Adviser’s governing instrumentsNYSE, the Chicago Stock Exchange, or (iii) any agreementunder state securities or "blue sky" laws, judgment, injunction, order, decree or other instrument binding upon in connection with the Adviser;purchase and distribution of the Shares by the Underwriters pursuant to this Underwriting Agreement. (df) The Form ADV description of the Adviser as provided and its business and the statements attributable to the Sub-Adviser is a true in the Registration Statement, the Pricing Prospectus and complete copy the Prospectus comply with the requirements of the form as currently filed with the SEC Securities Act and the information contained therein is accurate Investment Company Act and complete in all do not contain any untrue statement of a material respects and does not fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made, therein (in the case of the Pricing Prospectus and the Prospectus in light of the circumstances under in which they were made, ) not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and. (g) The Adviser Except as set forth in the Registration Statement, the Pricing Prospectus and the Trust have duly entered into Prospectus, there is no action, suit or proceeding before or by any court, commission, regulatory body, administrative agency or other governmental agency or body, foreign or domestic, now pending or, to the Advisory Agreement pursuant knowledge of the Adviser, threatened against or affecting the Adviser except such which (i) is not of a nature required to which be disclosed in the Trust authorized Registration Statement, the Pricing Prospectus or the Prospectus and (ii) if determined adversely would not result in any material adverse change in the condition, financial or otherwise, business affairs or business prospects of the Adviser or the ability of the Adviser to enter into this fulfill its respective obligations under any Adviser Agreement. (h) Except for stabilization activities conducted by the Underwriters and except for tender offers, Share repurchases and the issuance or purchase of Shares pursuant to the Fund's Dividend Reinvestment Plan effected following the date on which the distribution of the Shares is completed in accordance with the policies of the Fund as set forth in the Pricing Prospectus and the Prospectus, the Adviser has not taken and will not take, directly or indirectly, any action designed, or which might reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of the Common Shares in violation of applicable federal securities laws. (i) In the event that the Fund or the Adviser has made available any Road Show Materials or promotional materials (other than the Sales Materials) by means of an Internet web site or similar electronic means such as to constitute a bona fide electronic road show, the Adviser has installed and maintained pre-qualification and password-protection or similar procedures which are designed and reasonably expected to effectively prohibit access to such Road Show Materials or promotional materials by persons other than qualified broker-dealers and registered representatives thereof. In addition, any certificate signed by any officer of the Adviser and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Shares shall be deemed to be a representation and warranty by the Adviser as to matters covered thereby, to each Underwriter.

Representations and Warranties of the Adviser. The Adviser represents and warrants to to, and agrees with, each Underwriter as of the Sub-Adviser Closing Time and the Trust each Option Closing Time, if any, as follows: (a) The the Adviser is a limited liability partnership incorporated and will remain validly existing in good standing under the laws of England & Wales, with the requisite limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and is duly qualified to transact business and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have an Adviser Material Adverse Effect (as defined below); (b) the Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and is registered with the appropriate state authority in all states in which it needs to be registered; the Adviser is not prohibited by the Advisers Act, the 1940 Act or any state statute from acting under the Investment Advisory Agreement, as contemplated by the General Disclosure Package and the Prospectus; there does not exist any proceeding, or to the extent required thereby; (b) The Adviser is a corporation duly organized Adviser’s knowledge, any facts or circumstances the existence of which could lead to any proceeding which might materially and validly existing under adversely affect the laws registration of the State of California Adviser with the power to own and possess its assets and carry on its business as it is now being conductedCommission or any applicable state regulatory authority; (c) The the Adviser has or had the requisite limited liability partnership power and authority to enter into this Agreement and the Investment Advisory Agreement; the execution and delivery of, and the performance by the Adviser of its obligations under, this Agreement and the Investment Advisory Agreement have been duly and validly authorized by the Adviser; and this Agreement and the Investment Advisory Agreement have been duly executed and delivered by the Adviser, and each such agreement constitutes the valid and legally binding agreement of the Adviser, enforceable against the Adviser in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Adviser’s obligations hereunder and thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles; (d) the Investment Advisory Agreement is in full force and effect and neither the Adviser nor, to the knowledge of the Adviser, any other party to the Investment Advisory Agreement is in default thereunder, and, no event has occurred which with the passage of time or the giving of notice or both would constitute a default by the Adviser under such document; (e) the Adviser has the financial, human and other resources available to it necessary for the performance of its services and obligations as contemplated in the General Disclosure Package and the Prospectus and under this Agreement and the Company Agreements, as applicable; (f) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Adviser or the Adviser’s property is pending or, to the knowledge of the Adviser, threatened that (i) is required to be described in the General Disclosure Package and the Prospectus that is not so described as required, (ii) would reasonably be expected to have a material adverse effect on the ability of the Adviser to fulfill its obligations hereunder or under the Investment Advisory Agreement, or (iii) would reasonably be expected to have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Adviser, whether or not arising from transactions in the ordinary course of business (an “Adviser Material Adverse Effect”), except as set forth in or contemplated in the General Disclosure Package and the Prospectus; (g) the Adviser is not in breach of, or in default under (and no event has occurred which with notice, lapse of time, or both would constitute a breach of, or default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or part of such indebtedness under), its Charter Documents or in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or instrument to which the Adviser is a party or by which any of the Adviser or the Adviser’s properties is bound or affected, except for such breaches or defaults which would not, individually or in the aggregate, reasonably be expected to have an Adviser Material Adverse Effect; (h) since the respective dates as of which information is given in the General Disclosure Package and the Prospectus, except as otherwise stated therein, (i) there has been no event, circumstance or change that has had, or would reasonably be expected to have an Adviser Material Adverse Effect; and (ii) there have been no transactions entered into by the Adviser, which are material to the Adviser other than those in the ordinary course of its business as described in the General Disclosure Package and the Prospectus; (i) the Adviser possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its business in the manner described in the General Disclosure Package and the Prospectus, and the Adviser has not received any notice of proceedings relating to the revocation or modification thereof, except where the failure to possess any such licenses, certificates, permits or other authorizations, or the revocation or modification thereof, would not, individually or in the aggregate, reasonably be expected to have an Adviser Material Adverse Effect and would not reasonably be expected to have an Adviser Material Adverse Effect on the transactions contemplated by this Agreement; (j) there are no actions, suits, arbitrations, claims, proceedings, inquiries or investigations pending or, to the knowledge of the Adviser, threatened against the Adviser, or any of the Adviser’s properties, or to the knowledge of the Adviser, the Adviser’s directors, officers or affiliates, at law or in equity, or before or by any Governmental Authority, in each case which would reasonably be expected to result in a judgment, decree, award or order having an Adviser Material Adverse Effect; (k) the Adviser owns or possesses adequate licenses or other rights to use all patents, trademarks, service marks, trade names, copyrights, software and design licenses, trade secrets, other intangible property rights and know-how (collectively “Adviser Intellectual Property”), as are necessary to entitle the Adviser to conduct the Adviser’s business described in both the General Disclosure Package and the Prospectus, except where the failure to own, license or have such right would not reasonably be expected to have an Adviser Material Adverse Effect; and the Adviser has not received written notice of any infringement of or conflict with (and the Adviser does not know of any such infringement of or conflict with) the asserted rights of others with respect to any Adviser Intellectual Property which would reasonably be expected to have an Adviser Material Adverse Effect; (l) no (i) approval, authorization, consent or order of or filing with any Governmental Authority, (ii) authorization, approval, vote or other consent of any holder of securities of the Adviser or any creditor of the Adviser, or (iii) waiver or consent under any material agreement is required in connection with the Adviser’s execution, delivery and performance of this Agreement or the Company Agreements, to the extent a party thereto, the consummation of the transactions contemplated by this Agreement, and the sale and delivery of the Shares, other than (A) such as have been obtained, or will have been obtained at the Closing Time or the applicable Option Closing Time, as the case may be, under the Securities Act, the Exchange Act, the 1940 Act, the Advisers Act and the rules and regulations of FINRA, (B) such approvals as may be required in connection with the approval of the listing of the Shares on the New York Stock Exchange and (C) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Underwriters; (m) the Adviser owns or leases or has access to all properties and assets as are necessary to the conduct of its operations as presently conducted; (n) neither the execution, delivery or performance by the Adviser of this Agreement are within or the Adviser’s powers and have been duly authorized by all necessary action on Investment Advisory Agreement, nor the part consummation of its Board the transactions herein or therein contemplated, nor the fulfillment of Directorsthe terms hereof or thereof conflict with, and no action by result in a breach or in respect violation of, or filing withimposition of any lien, charge or encumbrance upon any governmental body, agency property or official is required on the part assets of the Adviser for the executionpursuant to, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision the Charter Documents of applicable law, rule or regulationthe Adviser, (ii) the Adviser’s governing instrumentsterms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Adviser is a party or bound or to which its property is subject, or (iii) any agreementstatute, law, rule, regulation, judgment, injunctionorder or decree applicable to the Adviser of any court, orderregulatory body, decree administrative agency, governmental body, arbitrator or other instrument binding upon authority having jurisdiction over the Adviser or any of the Adviser’s properties, except in the case of clauses (ii) and (iii) where such breach or violation, either singly or in the aggregate, would not reasonably be expected to have an Adviser Material Adverse Effect; (o) the Adviser has not taken, directly or indirectly, any action designed to, or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the issuance, sale or resale of the Shares and the Adviser is not aware of any such action taken or to be taken by any affiliates of the Adviser; (dp) The Form ADV the operations of the Adviser are and have been conducted at all times in compliance with applicable Money Laundering Laws, except for any such non-compliance as provided would not, individually or in the aggregate, reasonably be expected to have an Adviser Material Adverse Effect, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Adviser with respect to the Sub-Adviser Money Laundering Laws is a true and complete copy pending or, to the knowledge of the form as currently filed Adviser, threatened; (q) the Adviser maintains a system of internal controls sufficient to provide reasonable assurance that (i) transactions effectuated by it under the Investment Advisory Agreement are executed in accordance with its management’s general or specific authorization and (ii) access to the SEC Company’s assets is permitted only in accordance with its management’s general or specific authorization; (r) the Adviser (i) has adopted and implemented written policies and procedures pursuant to Rule 206(4)-7 under the information contained therein Advisers Act reasonably designed to prevent violations of the Advisers Act by the Adviser; (ii) is accurate conducting its business in compliance with all laws, rules, regulations, decisions, directives and complete orders except for such failure to comply which would not reasonably be expected to result in an Adviser Material Adverse Effect; and (iii) is conducting its business in compliance in all material respects with the applicable requirements of the Advisers Act; (s) the description of the Adviser and does its business, and the statements attributable to the Adviser, in each of the Registration Statement, the General Disclosure Package and the Prospectus did not and will not contain an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading; (et) The the Adviser shall provide is not, and after giving effect to the Sub-Adviser a complete copy offering and sale of each amendment the Shares and the application of the proceeds thereof as described in the Registration Statement, the General Disclosure Package and the Prospectus will not be, required to its Form ADVregister as an “investment company” (as defined in the 1940 Act); (fu) The the Adviser acknowledges that it received a copy maintains insurance (issued by insurers of recognized financial responsibility) of the Sub-Adviser’s Form ADV (a copy types and in the amounts generally deemed adequate for their respective businesses and consistent with insurance coverage maintained by similar companies in similar businesses, including, but not limited to, insurance covering real and personal property owned or leased by the Adviser against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, all of which insurance is attached as Exhibit Bin full force and effect; (v) at least 48 hours prior any certificate signed by any officer of the Adviser and delivered to the execution of this AgreementUnderwriters or to counsel for the Underwriters shall be deemed a representation and warranty by the Adviser to the Underwriters as to matters covered thereby; and (gw) the Adviser’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company, its Subsidiaries and the Adviser as currently conducted. The Adviser implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect the Company’s, its Subsidiaries’ and the Trust Adviser’s material confidential information and the integrity, continuous operation, redundancy and security of all material IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with its business, and there have duly entered into been no breaches, violations, outages or unauthorized uses of or accesses to same, except, in each case, as would not reasonably be expected to, individually or in the Advisory Agreement pursuant to which the Trust authorized aggregate, have an Adviser Material Adverse Effect. The Company, its Subsidiaries and the Adviser are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to enter into this Agreementthe privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except, in each case, as would not reasonably be expected to, individually or in the aggregate, have an Adviser Material Adverse Effect.

Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Sub-Adviser and the Trust Company as follows: (ai) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation limited liability company duly organized and validly existing in good standing under the laws of the State of California with the power Delaware and is fully authorized to own and possess its assets enter into this Agreement and carry on out its business as it is now being conductedduties and obligations hereunder; (cii) The execution, delivery and performance by the Adviser of this Agreement are within is registered as an investment adviser with the Adviser’s powers and have been duly authorized by all necessary action on SEC under the part of its Board of DirectorsAdvisers Act, and no action by or shall maintain such registration in respect of, or filing with, any governmental body, agency or official is required on effect at all times during the part of the Adviser for the execution, delivery and performance by the Adviser term of this Agreement, and the execution, delivery and performance by ; (iii) the Adviser of this has entered into an Investment Advisory Agreement do not contravene or constitute a default under with the Fund, pursuant to which it represents and warrants that (i) any provision it maintains a written code of applicable law, rule or regulationethics complying with Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act, (ii) the Adviser’s governing instrumentsit has instituted procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its code of ethics, or and (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisermaintains compliance policies and procedures reasonably designed to prevent violations of federal securities laws; (div) The Form ADV the Adviser will maintain, keep current and preserve on behalf of the Adviser Company all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as provided may be delegated by the Company to the Sub-Adviser is a true and complete copy from time to time. The Adviser agrees that such records are the property of the form as currently filed with Company, and shall be surrendered to such Company promptly upon request. The Company acknowledges that Adviser may retain copies of all records required to meet the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleadingrecord retention requirements imposed by Rules; (ev) the Adviser will immediately notify the Company of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser shall provide to will also immediately notify the Sub-Adviser Company if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this AgreementCompany; and (gvi) The if required by applicable law to do so, is or will be registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities in which the Adviser is required under the Commodity Exchange Act (“CEA”) and the Trust have duly entered into CFTC’s regulations to be so registered and is registered with the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this AgreementNational Futures Association (“NFA”).

Representations and Warranties of the Adviser. The Adviser represents and warrants to to, and agrees with, the Sub-Adviser and the Trust as followsUnderwriter that: (a) The Adviser It has been duly organized and is validly existing as a general partnership under the laws of the Commonwealth of Massachusetts with full power and will remain authority to conduct its business as described in the Registration Statement and Prospectus. (b) It is duly registered as an investment adviser under the Investment Advisers Act to of 1940, as amended (the extent required thereby; (b) The Adviser "Advisers Act"). It is a corporation duly organized not prohibited by the Advisers Act or the Investment Company Act, or the rules and validly existing regulations under such acts, from performing its obligations under the laws of Advisory Agreement or from acting as an investment adviser for the State of California with Fund as contemplated by the power to own Registration Statement and possess its assets and carry on its business as it is now being conducted;the Prospectus. (c) The execution, delivery and performance by description of it in the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official Prospectus is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading;. (d) Each of this Agreement and the Advisory Agreement has been duly and validly authorized by the Adviser, and each of this Agreement and the Advisory Agreement has been duly and validly executed and delivered by the Adviser and the Advisory Agreement is a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms except, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general principles of equity. (e) The Adviser shall provide execution, delivery and performance of this Agreement and the Advisory Agreement and the consummation of the transactions contemplated hereby or thereby, will not (i) conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which, with notice or the lapse of time, or both, would constitute a default) or require consent under or result in the creation or imposition of any lien, charge or encumbrance upon any of its property or assets, pursuant to the Sub-terms of, any agreement, instrument, franchise, license or permit to which it is a party or by which it is bound or by which any of its property may be bound, or (ii) violate or conflict with any provision of its partnership agreement, or any judgment, decree, order, statute, rule or regulation of any court or public, governmental or regulatory agency or body (including any stock exchange or securities association) having jurisdiction over it or its properties or operations. No consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any public, governmental or regulatory agency or body is required for the execution, delivery and performance of this Agreement and the Advisory Agreement and the consummation by the Adviser a complete copy of each amendment to its Form ADV;the transactions contemplated hereby and thereby, except such as may be required under the Acts or state securities or Blue Sky 1aws. (f) The There is no litigation or governmental proceeding to which the Adviser acknowledges that it received is a copy party or to which the property of the Sub-Adviser is subject which is pending or, to the knowledge of the Adviser’s Form ADV (a copy , contemplated against the Adviser, except for any litigation or proceeding of which is attached as Exhibit B) at least 48 hours the Adviser has informed the Underwriter in writing prior to the execution date hereof, which might result in any material adverse change or any development involving a material adverse change in the business, prospects, assets, operations, condition (financial or other) or results of this Agreement; and (g) The Adviser and operations of the Trust have duly entered into the Advisory Agreement pursuant Adviser, or which otherwise is required to which the Trust authorized the Adviser be described under Item 12 to enter into this AgreementPart A of Form N-2.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct; (b) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, ; (ii) the Adviser’s governing instruments, ; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and; (ge) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement; and (f) The Adviser and the Trust have policies and procedures designed to detect and deter disruptive trading practices, including “market timing,” and the Adviser and the Trust each agree that they will continue to enforce and abide by such policies and procedures, as amended from time to time, and comply with all existing and future laws relating to such matters or to the purchase and sale of interests in the Fund generally. During the term of this Agreement, the Trust and the Adviser agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or the Fund or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the Adviser), or that use any derivative of the Sub-Adviser’s name or logos associated therewith. The Trust and the Adviser agree that they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser. The Trust and Adviser will be deemed to have furnished the foregoing documents by directing the Sub-Adviser to the appropriate internet address or by sending documents as attachments to electronic mail messages sent to the Sub-Adviser. The Trust and the Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder. The Adviser and the Trust agree that neither the Trust, the Adviser, nor affiliated persons of the Trust or the Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Fund concerning the Sub-Adviser or the Fund other than the information or representations contained in the Registration Statement and Prospectus for the Trust, as they may be amended or supplemented from time to time, and reviewed and agreed to by the Sub-Adviser, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior approval of the Sub-Adviser. Such approval will not be unreasonably withheld by the Sub-Adviser and Sub-Adviser agrees to reasonable turnaround times of and/all material submitted for approval.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act and will continue to the extent required therebybe so registered so long as this Agreement remains in effect; (b) The Adviser will immediately notify the Sub-Adviser of the occurrence of any event that would substantially impair the Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment adviser of an investment company under applicable law. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Fund or the Adviser; (c) The Adviser is fully authorized under all applicable law to enter into this Agreement and serve as Adviser to the Fund and to perform the services described under this Agreement; (d) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directorsmembers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (df) The Form ADV This Agreement is a valid and binding agreement of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser agrees to maintain an appropriate level of errors and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreementomissions or professional liability insurance coverage.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of DirectorsDirectors and the Trust’s Board of Trustees, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to and shall maintain such registration during the extent required therebyterm of this Agreement; (b) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and and, subject to the approval of this Agreement by the BDC’s shareholders, have been duly authorized by all necessary action on the part of its Board of Directorsaction, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the AdviserAdviser or (iv) the Advisory Agreement; (d) The Form ADV of the Adviser as previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material materials respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;. The Adviser will promptly provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV. (e) The Adviser shall provide comply in all material respects with all requirements applicable to the Sub-Adviser investment adviser of a complete copy of each amendment to its Form ADVbusiness development company like the BDC under the Advisers Act and the 1940 Act; (f) The Adviser acknowledges that it has (i) received a copy of the Sub-Adviser’s Form ADV Part 2 prior to entering into this Agreement and (a copy ii) read the Sub-Advisor’s “Certain Conflicts of which is Interest” disclosure, attached hereto as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser Advisor makes the representations and the Trust have duly entered into the Advisory Agreement pursuant warranties contained in Exhibit C attached hereto with respect to which the Trust authorized the Adviser to enter into this Agreementits CFTC registration status.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as followsAdministrator that: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser a. It is a corporation corporation, duly organized organized, existing and validly existing in good standing under the laws of the State Commonwealth of California Massachusetts. b. It has the corporate power and authority under applicable laws and by its charter and by-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. No legal or administrative proceedings have been instituted or threatened which would impair the Adviser’s ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the power Adviser or any law or regulation applicable to own it; and f. With respect to the Trust: (1) It is a business trust, duly organized, existing and possess its assets and carry on its business as it is now being conductedin good standing under the laws of The Commonwealth of Massachusetts; (c2) The execution, delivery It has the corporate power and performance authority under applicable laws and by its Declaration of Trust and by-laws to enter into and perform this Agreement; (3) All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (4) It is an investment company properly registered under the Adviser 1940 Act; (5) A registration statement under the 1940 Act has been filed and will be effective and remain effective during the term of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part that as of the Adviser for the execution, delivery and performance by the Adviser effective date of this Agreement, and all necessary filings under the execution, delivery and performance by securities laws of the Adviser states in which the Trust offers or sells shares of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the AdviserFunds have been made; (d6) The Form ADV of No legal or administrative proceedings have been instituted or threatened which would materially impair the Adviser as provided Trust’s ability to the Sub-Adviser is a true perform its duties and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances obligations under which they were made, not misleadingthis Agreement; (e7) The Adviser shall provide to the Sub-Adviser Its entrance into this Agreement will not cause a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy material breach or be in material conflict with any other agreement or obligation of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior Trust or any law or regulation applicable to the execution of this Agreementit; and (g) The Adviser and 8) As of the close of business on the date of this Agreement, the Trust have duly entered into is authorized to issue shares of beneficial interest, and it will initially offer shares of the Advisory Agreement pursuant Funds, in the authorized amounts as set forth in Schedule A to which the Trust authorized the Adviser to enter into this Agreement.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as followsUnderwriters that: (a) The the Adviser has been duly formed and is validly existing as a Delaware limited liability company and in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Pricing Prospectus, the Prospectus and the Registration Statement and to execute and deliver this Agreement; the Adviser had full power and authority to execute and deliver the Investment Advisory Agreement and the Administration Agreement; and the Adviser is duly qualified to do business as a foreign entity and will remain is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a material adverse effect on the business, financial condition, capitalization or regulatory status of such entity, or otherwise reasonably be expected to prevent such entity from carrying out its obligations under the Investment Advisory Agreement or the Administration Agreement, as applicable (collectively, an “Adviser Material Adverse Effect”); (b) the Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the Investment Company Act or the applicable published rules and regulations promulgated thereunder from acting under the Investment Advisory Agreement for the Company as contemplated by the Prospectus. There does not exist any proceeding or, to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under Adviser’s knowledge, any facts or circumstances the laws existence of which could lead to any proceeding which might adversely affect the registration of the State of California Adviser with the power to own and possess its assets and carry on its business as it is now being conductedCommission; (c) The executionthere are no actions, delivery and performance by the Adviser of this Agreement are within suits, claims, proceedings, or to the Adviser’s powers and have been duly authorized by all necessary action on knowledge, investigations pending or, to the part knowledge of the Adviser, threatened to which the Adviser or, to the knowledge of the Adviser, any of its Board officers, partners, or members are or would be a party, or of Directors, and no action by which any of its properties are or would be subject at law or in respect ofequity, or filing withbefore or by any federal, any state, local or foreign governmental or regulatory commission, board, body, agency authority or official is required on agency, except any such action, suit, claim, investigation or proceeding which would not if determined adversely to the part Adviser, (A) have, individually or in the aggregate, an Adviser Material Adverse Effect, or (B) prevent the consummation of the Adviser for the execution, delivery and performance by transactions contemplated hereby; (d) the Adviser is not (i) in violation of this Agreementits limited liability company operating agreement or (ii) in breach of (nor has any event occurred which with notice, lapse of time or both would reasonably be expected to result in any breach or violation) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Adviser is a party or (iii) in contravention of any law, regulation or rule or any decree, judgment or order applicable to the Adviser, except, with respect to clause (ii) and (iii), to the extent that any such breach, violation or contravention would not have an Adviser Material Adverse Effect; and the execution, delivery and performance by of this Agreement, the Investment Advisory Agreement and the Administration Agreement, and consummation of the transactions contemplated hereby and thereby, will not (i) violate the limited liability company operating agreement of the Adviser, or (ii) result in any breach of (nor has any event occurred which with notice, lapse of time or both would reasonably be expected to result in any breach or violation) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Adviser is a party or (iii) contravene any law, regulation or rule or any decree, judgment or order applicable to the Adviser, except, with respect to clause (ii) and (iii), to the extent that any such breach, violation or contravention would not have a Adviser Material Adverse Effect; (e) the execution, delivery and performance of this Agreement, the Investment Advisory Agreement do and the Administration Agreement, and consummation of the transactions contemplated hereby and thereby, will not contravene conflict with, result in any breach of violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would reasonably be expected to result in any breach or violation of or constitute a default under) (i) any provision of applicable law, rule or regulationits limited liability company operating agreement, (ii) other organizational documents of the Adviser’s governing instruments, or (iii) any agreementindenture, judgmentmortgage, injunctiondeed of trust, order, decree bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument binding upon to which the Adviser is a party or (iv) any law, regulation, rule or any decree, judgment or order applicable to the Adviser, except, with respect to clauses (iii) and (iv), to the extent that any such breach, violation or contravention would not have an Adviser Material Adverse Effect; (df) The Form ADV this Agreement, the Investment Advisory Agreement and the Administration Agreement have been duly authorized, executed and delivered by the Adviser; this Agreement, the Investment Advisory Agreement and the Administration Agreement constitute valid and legally binding agreements of the Adviser, provided, however, that the Adviser makes no representation or warranty with respect to the validity or enforceability of any provision hereunder or thereunder relating to rights to indemnity and/or contribution or enforceability of any obligations that may be limited by the Enforceability Exceptions; (g) the description of the Adviser as provided to contained in the Sub-Adviser is a true and complete copy of Pricing Prospectus, the form as currently filed with the SEC Prospectus and the information contained therein Registration Statement is true, accurate and complete in all material respects respects; (h) the Adviser has the financial resources available to it necessary for the performance of its services and does obligations as contemplated in the Pricing Prospectus, the Prospectus and the Registration Statement and under this Agreement and, with respect to the Investment Advisory Agreement and the Administration Agreement; (i) subsequent to the date of the most recent financial statements contained in the Registration Statement, the Pricing Prospectus and the Prospectus, there has not omit to state been any material fact adverse change, or any development involving a prospective material adverse change, in the business, financial condition, capitalization, prospects or regulatory status of the Adviser; (j) the Adviser has all Consents and has made all necessary filings required under any federal, state, local or foreign law, regulation or rule and has obtained all necessary Consents from other persons, in order to conduct its business, except where the failure to obtain such Consents or make such filings would not have an Adviser Material Adverse Effect; the statements madeAdviser is not in violation of, or in light default under, nor has the Adviser received notice of any proceedings relating to revocation or modification of any such Consent or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the circumstances under which they were madeAdviser, not misleadingexcept where such revocation or modification would not, individually or in the aggregate, have an Adviser Material Adverse Effect; (ek) The Adviser shall provide neither the Adviser, nor, to the Sub-Adviser a complete copy knowledge of each amendment the Adviser, any of its respective partners, officers, affiliates or controlling persons has taken, directly or indirectly, any action designed, under the Exchange Act, to its Form ADVresult in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Securities; (fl) The the Adviser acknowledges is not aware that it received a copy (i) any executive, key employee or significant group of employees of the Sub-Company, if any, or the Adviser, plans to terminate employment with the Company, or the Adviser or (ii) any such executive, key employee or significant group of employees is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company or the Adviser, except where such termination or violation would not have an Adviser Material Adverse Effect; (m) the Adviser maintains a system of internal controls sufficient to provide reasonable assurance that (i) transactions effectuated by it under the Investment Advisory Agreement are executed in accordance with its management’s Form ADV general or specific authorization; and (a copy of which is attached as Exhibit Bii) at least 48 hours prior access to the execution Company’s assets is permitted only in accordance with its management’s general or specific authorization; (n) the Adviser maintains a system of this Agreementinternal accounting controls sufficient to provide reasonable assurance that (i) transactions for which it has bookkeeping and record keeping responsibility under the Administration Agreement are recorded as necessary to permit preparation of the Company’s financial statements in conformity with generally accepted accounting principles and to maintain accountability for the Company’s assets and (ii) the recorded accountability for such assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (o) neither the Adviser nor, to the knowledge of the Adviser, any director, officer, employee or affiliate of the Adviser is aware of or has taken any action, directly or indirectly, that would result in a violation by such entities or persons of the FCPA; and (gp) The Adviser and neither the Trust have duly entered into Adviser, nor, to the Advisory Agreement pursuant to which the Trust authorized Adviser’s knowledge, any director, officer employee, affiliate or agent of the Adviser (i) is, or is controlled or 50% or more owned by or is acting on behalf of, an individual or entity that is currently the subject of any Sanctions, (ii) is located, organized or resident in a Sanctioned Country or (iii) will directly or indirectly (which shall not include anything done with any such proceeds after they have been received by any affiliate of the Underwriters) use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to enter into this Agreementany joint venture partner, person or entity in any manner to fund or facilitate any activities or business of or with any Sanctioned Person or vessel that is the subject of Sanctions or in any Sanctioned Country, at the time of such funding or facilitation or that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as an underwriter, advisor, investor or otherwise). Except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Adviser nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Adviser or any of its subsidiaries have any plans to increase its dealings or transactions with or for the benefit of Sanctioned Persons, or with or in Sanctioned Countries.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV;. (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust BDC as follows: (a) The Adviser is and will remain shall be registered as an investment adviser under the Advisers Act to as of the extent required therebydate the BDC commences investment operations and shall maintain such registration; (b) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Part 2 of the Adviser’s most recent Form ADV that will be filed with the SEC pursuant to Section 203(c) of the Adviser as Advisers Act, and that will be provided to the Sub-Adviser is Adviser, shall be a true and complete copy of the form as currently filed form. The Adviser will promptly provide the Sub-Adviser with the SEC and the information contained therein is accurate and a complete in copy of all material respects and does not omit subsequent amendments to state any material fact necessary in order to make the statements made, in light Part 2 of the circumstances under which they were made, not misleadingits Form ADV; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust BDC have duly entered into the Advisory Agreement pursuant to which the Trust BDC authorized the Adviser to enter into this Agreement; (f) The Adviser shall comply in all material respects with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act; (g) The Adviser has implemented anti-money laundering policies and procedures that are reasonably designed to comply with applicable provisions of the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, as amended, and any other applicable anti-money laundering laws and regulations; (h) To the Adviser’s knowledge, the assets of the BDC, were (A) not and are not directly or indirectly derived from activities that may contravene applicable laws and regulations, including anti-money laws and regulations and the laws, regulations and Executive Orders administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and (B) derived from the offering of the BDC’s interests; (i) The Adviser (or any person controlling or controlled by the Adviser, any person having a beneficial interest in the Adviser, or any person for whom the Adviser is acting as agent or nominee in connection with the BDC) is not (A) an individual or entity named on any available lists of known or suspected terrorists, terrorist organizations or of other sanctioned persons issued by the United States government and the government(s) of any jurisdiction(s) in which the Adviser is doing business, including the SDN List administered by OFAC, as such list may be amended from time to time; (B) an individual or entity otherwise prohibited by the OFAC sanctions programs; or (C) a current or former senior foreign political figure (“SFPF”) or politically exposed person (“PEP”), or an immediate family member or close associate of such an individual; (j) The Adviser, upon reasonable request by the Sub-Adviser, will provide such information as the Sub-Adviser may need to satisfy applicable anti-money laundering laws and regulations; and (k) The Adviser acknowledges and agrees that: (i) the Sub-Adviser and its affiliates perform investment advisory services for various clients and accounts (which includes registered investment companies, business development companies and other clients and proprietary accounts, collectively, the “Advisory Clients”). The Adviser agrees that the Sub-Adviser may give advice and take action with respect to any of its other Advisory Clients, in accordance with the investment objectives and strategies of such other Advisory Clients, which may differ from advice given or the timing or nature of action taken with respect to the BDC so long as it is the Sub-Adviser’s policy, to the extent practicable, to recommend for allocation and/or allocate investment opportunities to the BDC on a fair and equitable basis relative to its other Advisory Clients. It is understood that the Sub-Adviser shall not have any obligation to recommend for purchase or sale any loans or securities which its principals, affiliates or employees may purchase or sell for its or their own accounts or for any other Advisory Clients if, in the opinion of the Sub-Adviser, such transaction or investment appears unsuitable, impractical or undesirable for the BDC; (ii) the Sub-Adviser and its affiliates may aggregate purchase or sale orders for Advisory Clients (including proprietary positions) in accordance with its current aggregation and allocation policy, but only if (x) in the Sub-Adviser’s reasonable judgment such aggregation results in an overall economic or other benefit to the Advisory Clients and BDC taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses and factors and (y) the Sub-Adviser’s actions with respect to aggregating orders for multiple Advisory Clients, as well as the BDC, are consistent with applicable law. However, the Sub-Adviser is under no obligation to aggregate any such orders under any circumstances; (iii) circumstances may arise under which the Sub-Adviser determines there is a limited supply or demand for a particular security. Under such circumstances, the Sub-Adviser shall recommend for allocation and/or allocate such security to the BDC and the Advisory Client in accordance with its then-current aggregation and allocation policy, the Adviser’s then-current allocation policy and any applicable exemptive orders, and in a fair and equitable manner consistent with its fiduciary duties owed to the BDC and such other Advisory Clients; (iv) as a regular part of the restructuring and advisory practice of an affiliate of the Sub-Adviser (the “Restructuring Affiliate”), the Restructuring Affiliate advises debtors and creditors in connection with out-of-court debt restructurings and workouts and with bankruptcy proceedings. The Restructuring Affiliate also serves as adviser to official creditor committees established pursuant to such proceedings. In situations in which an issuer of an investment recommended to the Adviser (on behalf of the BDC or a creditor or group of creditors of such issuer) is a client or potential client of the Restructuring Affiliate (any such investment, a “Conflicted Investment”), the Sub-Adviser may recommend the sale of the Conflicted Investment or take such other actions as reasonably necessary to the extent deemed advisable by the Restructuring Affiliate, in consultation with the Sub-Adviser’s compliance officer, in order to avoid actual or perceived conflicts of interest between the best interests of the BDC and its shareholders and the restructuring and reorganization advisory practice, whether or not such recommended disposition or other actions would have been recommended absent the conflict; provided, however, in each case, any recommendation or action on the part of the Sub-Adviser must be in compliance with the 1940 Act. Further, there may also be instances in which the work of the Restructuring Affiliate prevents the Sub-Adviser from recommending the purchase of an investment. Notwithstanding anything to the contrary contained elsewhere herein, due to certain confidentiality obligations which the Restructuring Affiliate may be subject to, the Sub-Adviser shall not be obligated to inform the Adviser of the nature of the Restructuring Affiliate’s participation in any Conflicted Investment at the time of any action related to Conflicted Investments; (v) it has received Part 2 of the Sub-Adviser’s Form ADV filed with the SEC pursuant to Section 203(c) of the Advisers Act, which states information relative to the Sub-Adviser’s investment and brokerage policies and other important matters, and which the Sub-Adviser warrants is the current filing of such form; (vi) the Sub-Adviser makes no warranty that any investments recommended by the Sub-Adviser hereunder will not depreciate in value or at any time not be affected by adverse tax consequences, nor does it give any warranty as to the performance or profitability of the assets or the success of any investment strategy recommended by the Sub-Adviser; and (vii) it has received, read and understood the Sub-Adviser’s disclosures regarding conflicts of interest attached hereto as Exhibit B and such disclosures have been provided to the Board in connection with their consideration of this Agreement.

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser and the Trust Funds as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act and will continue to the extent required therebybe so registered so long as this Agreement remains in effect; (b) The Adviser will immediately notify the Sub-Adviser of the occurrence of any event that would substantially impair the Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act. The Adviser will also promptly notify the Funds and the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or the Adviser; (c) The Adviser will notify the Sub-Adviser immediately upon detection of any material breach of any of the Fund(s)’ or the Adviser’s policies, guidelines or procedures; (d) The Adviser is fully authorized under all applicable law to enter into this Agreement and serve as Adviser to the Funds and to perform the services described under this Agreement; (e) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State state of California Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (cf) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directorsmembers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.

Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Sub-Adviser and the Trust as followsCompany that: (a) The Adviser (i) is and will remain registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Advisory Agreement remains in effect; (ii) is not prohibited by the Act or the Advisers Act from performing the services contemplated by this Advisory Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred and correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the extent required thereby;Company to the Company and to MassMutual; (v) has met and will seek to continue to meet for so long as this Advisory Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; (vi) has the authority to enter into and perform the services contemplated by this Advisory Agreement; and (vii) will promptly notify the Company of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Act or otherwise. (b) The Adviser is has adopted a corporation duly organized and validly existing written code of ethics complying with the requirements of Rule 17j-1 under the laws Act and will provide the Company with a copy of the State code of California ethics. Within 60 days of the end of the last calendar quarter of each year that this Advisory Agreement is in effect, a duly authorized officer of the Adviser shall certify to the Company that the Adviser has complied with the power requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to own and possess its assets and carry on its business as it is now being conducted;such violation. (c) The executionAdviser has provided the Company with a copy of its Form ADV Part 2, delivery and performance by which as of the Adviser date of this Advisory Agreement is its Form ADV Part 2 as most recently deemed to be filed with the Commission, and promptly will furnish a copy of all amendments thereto to the Company. The Adviser will promptly notify the Company of any changes in its Controlling Shareholders or Managing Partners, if any, or in the key personnel who are within either the portfolio manager(s) responsible for the Company or the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by Chief Executive Officer or in respect ofPresident, or filing with, any governmental body, agency if there is otherwise an actual or official is required on the part expected change in control or management of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;. (d) The Form ADV There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Adviser as is subject, which reasonably might be expected to (i) result in any material adverse change in the Adviser’s condition (financial or otherwise), business or prospects; (ii) affect adversely in any material respect any of the Adviser’s assets; (iii) materially impair the Adviser’s ability to discharge its obligations under this Advisory Agreement; or (iv) result in a matter which would require an amendment to the Adviser’s Form ADV Part 2; and the Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules. (e) All performance information provided to the Sub-Company or MassMutual with respect to the Company by the Adviser is a true and complete copy of or approved by the form as currently filed with Adviser for use by the SEC and the information contained therein is Company or MassMutual, are accurate and complete in all material respects and does do not contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, such information not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV;. (f) The Adviser acknowledges that has supplied to, or made available for review by, the Company (and if requested by the Company to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it received a copy of relating to accounts covered by the Sub-Adviser’s Form ADV (a copy performance results and Company which are in the Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing and be deemed repeated at and as of which is attached as Exhibit B) at least 48 hours prior to all times during the execution term of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.