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

Representations and Warranties of the Adviser. In order to induce the Capital Protection Provider to enter into this Agreement, the Adviser represents and warrants as of the date hereof and the Closing Date as follows: (a) There is no action, proceeding or investigation pending or, to its knowledge, threatened in writing affecting the Adviser before any court, Governmental Authority or arbitrator which (i) could reasonably be expected to have a Material Adverse Effect with respect to the Fund, (ii) could reasonably be expected to affect the legality, validity or enforceability of any Capital Protection Document or (iii) alleges any impropriety, illegality, or fiduciary breach related to the performance of services by the Adviser to the Fund, except as publicly disclosed and notified by the Adviser to the Agent before the date hereof. (b) The Adviser is not ineligible or subject to disqualification pursuant to Section 9(a) or 9(b) of the Investment Company Act and there is no proceeding or investigation pending or, to the knowledge of the Adviser, threatened that would reasonably be expected to become the basis for any such ineligibility or disqualification. (c) The Adviser is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (A) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (B) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect with respect to the Fund. (d) Each Key Employee that is employed by the Adviser holds the respective positions set forth for such Key Employee on Schedule IV, and Schedule IV lists all employees of the Adviser regularly involved in the investment decisions of the Adviser with respect to the Fund as of the date of the Agreement and, when this representation is deemed made on the Closing Date, the Closing Date. (e) From the date hereof, until and including the Closing Date, no event or circumstance has occurred, either individually or in the aggregate, that has had or that could reasonably be expected to have a Material Adverse Effect with respect to the Adviser.

Representations and Warranties of the Adviser. In order to induce the Capital Protection Provider to enter into this AgreementThe Adviser represents, the Adviser represents warrants and warrants as of the date hereof and the Closing Date agrees as follows: (a) There is no action, proceeding or investigation pending or, to its knowledge, threatened in writing affecting the Adviser before any court, Governmental Authority or arbitrator which (i) could reasonably is registered as an investment adviser under the Advisers Act and will continue to be expected to have a Material Adverse Effect with respect to the Fund, so registered for so long as this Agreement remains in effect; (ii) could reasonably be expected to affect is not prohibited by the legality1940 Act or the Advisers Act from performing the services contemplated by this Agreement or the Advisory Agreement, validity or enforceability of any Capital Protection Document or (iii) alleges has met and will seek to continue to meet for so long as this Agreement remains in effect, any impropriety, illegalityother applicable federal and state requirements, or fiduciary breach related the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the performance services contemplated by this Agreement or the Advisory Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify Sub-Adviser of services by the occurrence of any event that would disqualify Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Fund, except as publicly disclosed and notified by the Adviser to the Agent before the date hereof1940 Act or otherwise. (b) The Portfolios are each a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and Adviser is not ineligible or subject will notify Sub-Adviser as soon as reasonably practicable if such Portfolios cease to disqualification pursuant to Section 9(a) or 9(b) of the Investment Company Act and there is no proceeding or investigation pending or, to the knowledge of the Adviser, threatened that would reasonably be expected to become the basis for any such ineligibility or disqualification.a QIB; and (c) The Adviser is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (A) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (B) the failure to comply therewith, either individually or assets in the aggregate, could not reasonably be expected Portfolios are free from all liens and charges and undertakes that no liens or charges will arise from the acts or omissions of Adviser and the Portfolios that may prevent Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with Sub-Adviser’s authority to have direct the deposit of margin or collateral to the extent necessary to meet the obligations of a Material Adverse Effect Portfolio with respect to any investments made pursuant to the FundProspectus. (d) Each Key Employee The Adviser represents and warrants that is employed it has filed a claim to perfect the no-action relief provided by CFTC Letter No. 12-38 with respect to compliance with CFTC Regulation 4.5 on behalf of the Portfolios, and that the Adviser holds the respective positions set forth for such Key Employee on Schedule IV, and Schedule IV lists all employees intends to timely file a notice of the Adviser regularly involved in the investment decisions of the Adviser eligibility as required by Regulation 4.5 with respect to the Fund as of Portfolios within six months after the effective date of revised CFTC guidance regarding the Agreement andapplication of de minimis thresholds to funds of funds in the context of Regulation 4.5, when and will thereafter, during the term of this representation is deemed made on the Closing DateAgreement, the Closing Datereaffirm such notice of eligibility as required by Regulation 4.5. (e) From The Adviser agrees that it shall provide the date hereofSub-Adviser, until in a manner and including with such frequency as is mutually agreed upon by the Closing Dateparties, no event or circumstance has occurredwith a list, either individually or if any, of (i) each “government entity” (as defined by Rule 206(4)-5 under the Advisers Act), invested in each Portfolio where the account of such government entity can reasonably be identified as being held in the aggregate, name of or for the benefit of such government entity on the records of each Portfolio and (ii) each government entity that sponsors or establishes a 529 Plan and has had or that could reasonably selected each Portfolio as an option to be expected to have a Material Adverse Effect with respect to the Adviseroffered by such 529 Plan.

Representations and Warranties of the Adviser. In order to induce the Capital Protection Provider to enter into this AgreementThe Adviser represents, the Adviser represents warrants and warrants as of the date hereof and the Closing Date agrees as follows: (a) There is no action, proceeding or investigation pending or, to its knowledge, threatened in writing affecting the Adviser before any court, Governmental Authority or arbitrator which (i) could reasonably is registered as an investment adviser under the Advisers Act and will continue to be expected to have a Material Adverse Effect with respect to the Fund, so registered for so long as this Agreement remains in effect; (ii) could reasonably be expected to affect is not prohibited by the legality1940 Act or the Advisers Act from performing the services contemplated by this Agreement or the Advisory Agreement, validity or enforceability of any Capital Protection Document or (iii) alleges has met and will seek to continue to meet for so long as this Agreement remains in effect, any impropriety, illegalityother applicable federal and state requirements, or fiduciary breach related the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the performance services contemplated by this Agreement or the Advisory Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify Sub-Adviser of services by the occurrence of any event that would disqualify Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Fund, except as publicly disclosed and notified by the Adviser to the Agent before the date hereof1940 Act or otherwise. (b) The Portfolio is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and Adviser is not ineligible or subject will notify Sub-Adviser as soon as reasonably practicable if such Portfolio ceases to disqualification pursuant to Section 9(a) or 9(b) of the Investment Company Act and there is no proceeding or investigation pending or, to the knowledge of the Adviser, threatened that would reasonably be expected to become the basis for any such ineligibility or disqualification.a QIB; and (c) The Adviser is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (A) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (B) the failure to comply therewith, either individually or assets in the aggregate, could not reasonably be expected Portfolio are free from all liens and charges and undertakes that no liens or charges will arise from the acts or omissions of Adviser and the Portfolio that may prevent Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with Sub-Adviser’s authority to have a Material Adverse Effect direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Portfolio with respect to any investments made pursuant to the FundProspectus. (d) Each Key Employee The Adviser represents and warrants that is employed it has filed a claim to perfect the no-action relief provided by CFTC Letter No. 12-38 with respect to compliance with CFTC Regulation 4.5 on behalf of the Portfolio, and that the Adviser holds the respective positions set forth for such Key Employee on Schedule IV, and Schedule IV lists all employees intends to timely file a notice of the Adviser regularly involved in the investment decisions of the Adviser eligibility as required by Regulation 4.5 with respect to the Fund as of Portfolio within six months after the effective date of revised CFTC guidance regarding the Agreement andapplication of de minimis thresholds to funds of funds in the context of Regulation 4.5, when and will thereafter, during the term of this representation is deemed made on the Closing DateAgreement, the Closing Datereaffirm such notice of eligibility as required by Regulation 4.5. (e) From The Adviser agrees that it shall provide the date hereofSub-Adviser, until in a manner and including with such frequency as is mutually agreed upon by the Closing Dateparties, no event or circumstance has occurredwith a list, either individually or if any, of (i) each “government entity” (as defined by Rule 206(4)-5 under the Advisers Act), invested in the aggregate, that has had or that could Portfolio where the account of such government entity can reasonably be expected identified as being held in the name of or for the benefit of such government entity on the records of the Portfolio and (ii) each government entity that sponsors or establishes a 529 Plan and has selected the Portfolio as an option to have a Material Adverse Effect with respect to the Adviserbe offered by such 529 Plan.

Representations and Warranties of the Adviser. In order to induce the Capital Protection Provider to enter into this Agreement, the The Adviser represents and warrants as to and agrees with each of the date hereof Underwriters on behalf of itself that: a. except as disclosed in the Registration Statement, the Disclosure Package and the Closing Date as follows: Final Prospectus, since the date of the most recent financial statements of the Company included in the Registration Statement, the Disclosure Package and the Final Prospectus, (ai) There there has not been any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Adviser; and (ii) the Adviser has not sustained any loss or interference with its business that is no material to the Adviser and that is either from fire, explosion, flood, or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order, or decree of any court or arbitrator or governmental or regulatory authority; b. the Adviser has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct the business in which it is engaged, except where the failure to be so qualified or in good standing or have such power or authority would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Adviser or on the performance by the Adviser of its obligations under this Agreement (an “Adviser Material Adverse Effect”); c. the Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and the Adviser is not prohibited by the Advisers Act or the Investment Company Act from acting under the Investment Management Agreement as an investment adviser to the Company, as contemplated by the Registration Statement, the Disclosure Package and the Final Prospectus. There does not exist any proceeding or investigation pending or, to its the Adviser’s knowledge, threatened any facts or circumstances, the existence of which would lead to any proceeding which would reasonably be expected to adversely affect the registration of the Adviser with the Commission; d. this Agreement has been duly authorized and executed by the Adviser and, when delivered in writing accordance with the terms hereof, will constitute the valid and binding obligation of the Adviser enforceable against the Adviser in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnity and contribution hereunder may be limited by general equitable principles or federal or state securities laws or public policy underlying such laws; e. the Investment Management Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Adviser before any courtand are valid and binding obligations of the Adviser, Governmental Authority enforceable against the Adviser in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or arbitrator which other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnity and contribution thereunder may be limited by general equitable principles or federal or state securities laws or public policy underlying such laws; f. the Adviser is not (i) could in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Adviser is a party or by which the Adviser is bound or to which any of the property or assets of the Adviser is subject; or (iii) in violation of any law or statute applicable to the Adviser or any judgment, order, rule, or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Adviser, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect; g. the execution, delivery and performance by the Adviser of this Agreement and the performance by the Adviser of the Investment Management Agreement and the Administration Agreement will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a 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, any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Adviser is a party or by which the Company is bound or to which any of the property or assets of the Adviser is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Adviser or (iii) result in the violation of any law or statute applicable to the Adviser or any judgment, order, rule, or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Adviser, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect; h. no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Authority is necessary or required for the performance by the Adviser of this Agreement or the performance by the Adviser of the Investment Management Agreement and the Administration Agreement, except (A) such as have been already obtained or as may be required under the Securities Act, the Securities Act Rules and Regulations, the Investment Company Act, the rules of the Nasdaq Global Select Market, state securities laws or the rules of FINRA and (B) where the failure to obtain any such filing, authorization, approval, consent, license, order, registration, qualification or decree would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect; i. there are no Proceedings pending to which the Adviser is or, to the knowledge of the Adviser, may be reasonably expected to become a party or to which any property of the Adviser is or, to the knowledge of the Adviser, may be reasonably expected to become the subject that, individually or in the aggregate, if determined adversely to the Adviser, would reasonably be expected to have a an Adviser Material Adverse Effect with respect Effect; no such investigations, actions, suits or proceedings are threatened or, to the Fundknowledge of the Adviser, (ii) could contemplated by any governmental or regulatory authority or threatened by others, except as would not reasonably be expected expected, individually or in the aggregate, to affect have an Adviser Material Adverse Effect; and there are no current or pending legal, governmental, or regulatory actions, suits, or proceedings that are required under the legalitySecurities Act to be described in the Registration Statement, validity the Disclosure Package, or enforceability the Final Prospectus that are not so described in the Registration Statement, the Disclosure Package and the Final Prospectus; j. the Adviser has all Authorizations required in order to conduct its business as described in the Disclosure Package and the Final Prospectus; the Adviser has complied with the terms of the necessary Authorizations and there are not pending modifications, amendments or revocations of the Authorizations; the Adviser has paid all fees due to Governmental Authorities pursuant to the Authorizations; all reports required to be filed in connection with the Authorizations have been timely filed and are accurate and complete; and the Adviser is not in violation of, or in default under, any such Authorizations or any Law issued by a Governmental Authority applicable to the Adviser, except where the failure to possess or make the same would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect; and, except as described in the Registration Statement, the Disclosure Package and the Final Prospectus, the Adviser has not received written notice of any Capital Protection Document revocation or (iii) alleges modification of any improprietysuch Authorization, illegalityand does not have any reason to believe that any such Authorization will not be renewed in the ordinary course, except where such revocation, modification, or fiduciary breach related non-renewal would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect; k. the description of the Adviser and its principals and business in the Registration Statement, Disclosure Package and the Final Prospectus do not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; l. the Adviser has the financial resources available to it necessary for the performance of its services by and obligations contemplated in the Disclosure Package, the Final Prospectus, and under this Agreement, the Investment Management Agreement and the Administration Agreement; m. the Adviser maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with its management’s general or specific authorization and with the Fundinvestment objectives, except as publicly disclosed policies and notified by restrictions of the Adviser to Company and the Agent before the date hereof. (b) The Adviser is not ineligible or subject to disqualification pursuant to Section 9(a) or 9(b) applicable requirements of the Investment Company Act and there the Code; (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP, to calculate net asset value, and to maintain asset accountability, and to maintain material compliance with the books and records requirements under the Investment Company Act; (iii) access to assets of the Company is permitted only in accordance with its management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; n. neither the Adviser nor, to the Adviser’s knowledge, any director, officer, agent, employee, or affiliate of the Adviser has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA, the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment, or offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Adviser has instituted, maintained, and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with the FCPA and all other applicable anti-bribery or anti-corruption laws; o. the operations of the Adviser are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Money Laundering Laws of all jurisdictions having jurisdiction over the Adviser, and no action, suit or proceeding by or investigation before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Adviser with respect to the Money Laundering Laws of all jurisdictions having jurisdiction over the Adviser is pending or, to the knowledge of the Adviser, threatened threatened; p. neither the Adviser nor, to the knowledge of the Adviser, any of its directors, officers, agents, employees or affiliates is currently the subject or the target of any sanctions, nor is the Adviser located, organized or resident in a Sanctioned Country. Since the inception of the Adviser, the Adviser has not knowingly engaged in, nor is it now knowingly engaged in, any dealings or transactions with any person that would at the time of the dealing or transaction is or was the subject or the target of applicable sanctions laws or with any Sanctioned Country; q. neither the Adviser, nor any affiliates of the Adviser, has taken, directly or indirectly, and neither the Adviser, nor any affiliates of the Adviser, will take, directly or indirectly, any action designed to cause or result in, or which constitutes or might reasonably be expected to become constitute, stabilization or manipulation of the basis for price of any security of the Company or any “reference security” (as defined in Rule 100 of Regulation M under the Exchange Act) to facilitate the sale or resale of the Shares or otherwise, and has taken no action which would directly or indirectly violate Regulation M under the Exchange Act; r. the Adviser is not aware that (i) any of its executives, key employees or significant group of employees plans to terminate employment with the Adviser or (ii) any such ineligibility executive or disqualification. (c) The Adviser key employee is subject to any noncompete, nondisclosure, confidentiality, employment, consulting, or similar agreement that would be violated by either the Adviser’s present or proposed business activities, except, in compliance in all material respects with the requirements of all Laws and all orderseach case, writsas would not reasonably be expected, injunctions and decrees applicable to it or to its properties, except in such instances in which (A) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (B) the failure to comply therewith, either individually or in the aggregate, could not to have an Adviser Material Adverse Effect; s. no labor disturbance by or dispute with employees of the Adviser exists or, to the knowledge of the Adviser, is threatened, which would reasonably be expected to have a an Adviser Material Adverse Effect with respect to the Fund.Effect; and (d) Each Key Employee that is employed by t. the Adviser holds the respective positions set forth for such Key Employee on Schedule IV, and Schedule IV lists all employees of the Adviser regularly involved in the investment decisions of the Adviser with respect to the Fund as of the date of the Agreement and, when this representation is deemed made on the Closing Date, the Closing Datehas no subsidiaries. (e) From the date hereof, until and including the Closing Date, no event or circumstance has occurred, either individually or in the aggregate, that has had or that could reasonably be expected to have a Material Adverse Effect with respect to the Adviser.

Representations and Warranties of the Adviser. In order to induce the Capital Protection Provider to enter into this Agreement, the The Adviser represents and warrants to the Manager as of the date hereof and the Closing as of each Representation Date on which certificates are required to be delivered pursuant to Section 7(o) hereof, as of each Applicable Time and as of each Settlement Date, as follows: (a1) There is no action, proceeding or investigation pending or, to its knowledge, threatened in writing affecting The information regarding the Adviser before any courtin the Registration Statement and the Prospectus is true and correct in all material respects. (2) The Adviser has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has the limited liability company power and authority to own, Governmental Authority 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 and the Management Agreement, and the Adviser is duly qualified as a foreign limited liability company to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure to so qualify or arbitrator which (i) could to be in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, properties, assets, net worth, results of operations or prospects of the Adviser (an “Adviser Material Adverse Effect Effect”). (3) This Agreement and the Forward Contract have been duly authorized, executed and delivered by the Adviser. (4) The Management Agreement has been duly authorized, executed and delivered by the Adviser and constitutes a valid and binding agreement of the Adviser, enforceable against the Adviser in accordance with respect its terms, except to the Fundextent that enforceability may be limited by (i) the application of bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) could reasonably general equitable principles being applied at the discretion of a court before which any proceeding may be expected to affect the legality, validity or enforceability of any Capital Protection Document or (iii) alleges any impropriety, illegality, or fiduciary breach related to the performance of services by the Adviser to the Fundbrought, except as publicly disclosed to rights to indemnity and notified contribution thereunder may be limited by the Adviser to the Agent before the date hereoffederal or state securities laws. (b5) The Adviser is not ineligible (i) in violation of its organizational documents or subject (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreements to disqualification which it is bound, or which any of its property or assets is subject, except, in the case of (ii) above, for such defaults that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and compliance by the Adviser with its obligations hereunder 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 or Debt Repayment Triggering Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser pursuant to Section 9(a) any agreement to which the Adviser is bound or 9(b) to which any of its properties or assets is subject (except for such conflicts, breaches, defaults or Debt Repayment Triggering Events or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect), nor will such action result in any violation of the Investment Company Act provisions of the organizational documents of the Adviser or 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 properties or assets. (6) The Adviser is in compliance with all applicable federal, state, local and foreign laws, rules, regulations, orders, decrees and judgments, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, an Adviser Material Adverse Effect. (7) Except as disclosed in the Registration Statement or the Prospectus, there is no proceeding action, suit, proceeding, 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 that would, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect, or that would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement and the Management Agreement or the performance by the Adviser of its obligations hereunder or thereunder. (8) Neither the Adviser nor any member, officer, or employee of the Adviser nor, to the knowledge of the Adviser, any agent, affiliate or other person associated with or acting on behalf of the Adviser has: (A) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (B) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (C) violated or is in violation of any provision of the Anti-Corruption Laws; or (D) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Adviser has instituted, maintains and enforces, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with the Anti-Corruption Laws. (9) The operations of the Adviser are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Anti-Money Laundering Laws of all jurisdictions having jurisdiction over the Adviser, and no action, suit or proceeding by or before any governmental agency, authority or body involving the Adviser with respect to the Anti-Money Laundering Laws of any jurisdiction having jurisdiction over the Adviser is pending or, to the knowledge of the Adviser, threatened threatened. (10) 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 or the consummation of the transactions contemplated by this Agreement and the Management Agreement, except such as have been already obtained or as may be required under the Securities Act or state securities laws or as are described in the Registration Statement or the Prospectus. (11) The Adviser possesses all licenses, certificates, permits and other authorizations issued by, and has made all declarations and filings with, the appropriate federal, state, local or foreign governmental agency, authority or body having jurisdiction over the Adviser that are necessary for the ownership or lease of its properties or assets or the conduct of its business as currently conducted and described in the Registration Statement and the Prospectus, except where the failure to possess or make the same would not reasonably be expected to become the basis for any such ineligibility or disqualification. (c) The Adviser is in compliance in all material respects with the requirements of all Laws and all ordershave, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (A) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (B) the failure to comply therewith, either individually singly or in the aggregate, could an Adviser Material Adverse Effect. Except as described in the Registration Statement and the Prospectus, the Adviser has not received any notice or is otherwise aware of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course, except where such revocation, modification or non-renewal would not reasonably be expected to have a Material Adverse Effect with respect to the Fund. (d) Each Key Employee that is employed by the Adviser holds the respective positions set forth for such Key Employee on Schedule IVhave, and Schedule IV lists all employees of the Adviser regularly involved in the investment decisions of the Adviser with respect to the Fund as of the date of the Agreement and, when this representation is deemed made on the Closing Date, the Closing Date. (e) From the date hereof, until and including the Closing Date, no event or circumstance has occurred, either individually singly or in the aggregate, an Adviser Material Adverse Effect. (12) The execution, delivery and performance by the Adviser of this Agreement and the Management Agreement and the consummation of the transactions contemplated by this Agreement and the Management Agreement will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the acceleration of any obligation under, or the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Adviser pursuant to, any agreement or instrument to which the Adviser is a party or by which the Adviser is bound or to which any of the properties or assets of the Adviser is subject, (B) result in any violation of the provisions of the certificate of formation or limited liability company agreement of the Adviser or (C) result in the violation of any law or statute applicable to the Adviser or any judgment, order, rule or regulation of any governmental agency, authority or body having jurisdiction over the Adviser or any of its properties or assets, except, in the case of clauses (A) and (C) above, for any such conflict, breach, violation, default, acceleration, lien, charge or encumbrance that has had or that could would not reasonably be expected to have a have, singly or in the aggregate, an Adviser Material Adverse Effect Effect. (13) The Adviser has not been notified that any current executive officer of the Company or the Adviser plans to terminate his, her or their employment with respect his, her or their current employer. Neither the Adviser nor, to the knowledge of the Company, any executive officer or key employee of the Company or the Adviser, 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 as described in the Registration Statement and the Prospectus. (14) The Adviser has access to the personnel and other resources necessary for the performance of the duties of the Adviser set forth in the Management Agreement and as disclosed in the Registration Statement and the Prospectus. (15) The Adviser operates a system of internal controls sufficient to provide reasonable assurance that (A) transactions that may be effectuated by it on behalf of the Company and the Operating Partnership and their subsidiaries pursuant to its duties set forth in the Management Agreement will be executed in accordance with management’s general or specific authorization and (B) access to the Company’s or the Operating Partnership’s assets is permitted only in accordance with management’s general or specific authorization. (16) The Adviser is insured by insurers with appropriately rated claims paying abilities against such losses and risks and in such amounts as are prudent and customary for the businesses in which the Adviser is engaged; all policies of insurance and fidelity or surety bonds insuring the Adviser or its business, assets, employees, officers and directors are in full force and effect; and the Adviser has not been refused any insurance coverage sought or applied for. (17) The Adviser (including its agents and representatives, other than the Manager in its capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities. (18) The Adviser has not taken, and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Securities Act or otherwise, stabilization or manipulation of the price of any security of the Company and the Operating Partnership to facilitate the sale or resale of the Securities or for any other purpose. Any certificate signed by any officer or any authorized representative of the Adviser and delivered to the Manager, Forward Seller or Forward Purchaser or to counsel for the Manager, Forward Seller or Forward Purchaser shall be deemed a representation and warranty by the Adviser to the Manager, Forward Seller or Forward Purchaser as to the matters covered thereby as of the date or dates indicated on such certificate.

Representations and Warranties of the Adviser. In (a) 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 or the Advisers Act from performing the services contemplated by this Agreement or the Advisory Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement remains 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 induce perform the Capital Protection Provider services contemplated by this Agreement or the Advisory Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement, the ; and (v) will promptly notify Sub-Adviser represents and warrants as of the date hereof and the Closing Date as follows: (a) There is no action, proceeding or investigation pending or, to its knowledge, threatened in writing affecting the Adviser before any court, Governmental Authority or arbitrator which (i) could reasonably be expected to have a Material Adverse Effect with respect to the Fund, (ii) could reasonably be expected to affect the legality, validity or enforceability occurrence of any Capital Protection Document event that would disqualify Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or (iii) alleges any impropriety, illegality, or fiduciary breach related to the performance of services by the Adviser to the Fund, except as publicly disclosed and notified by the Adviser to the Agent before the date hereofotherwise. (b) The Portfolio is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and Adviser is not ineligible or subject will promptly notify Sub-Adviser if the Portfolio ceases to disqualification pursuant to Section 9(a) or 9(b) of the Investment Company Act and there is no proceeding or investigation pending or, to the knowledge of the Adviser, threatened that would reasonably be expected to become the basis for any such ineligibility or disqualification.a QIB; and (c) The Adviser is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (A) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (B) the failure to comply therewith, either individually or assets in the aggregate, could not reasonably be expected Portfolio are free from all liens and charges and undertakes that no liens or charges will arise from the acts or omissions of Adviser and the Portfolio that may prevent Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with Sub-Adviser’s authority to have a Material Adverse Effect direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Portfolio with respect to any investments made pursuant to the FundProspectus. (d) Each Key Employee The Adviser represents and warrants that is employed it has filed a claim to perfect the no-action relief provided by CFTC Letter No. 12-38 with respect to compliance with CFTC Regulation 4.5 on behalf of the Portfolio, and that the Adviser holds the respective positions set forth for such Key Employee on Schedule IV, and Schedule IV lists all employees intends to timely file a notice of the Adviser regularly involved in the investment decisions of the Adviser eligibility as required by Regulation 4.5 with respect to the Fund as of Portfolio within six months after the effective date of revised CFTC guidance regarding the Agreement and, when this representation is deemed made on the Closing Date, the Closing Date. (e) From the date hereof, until and including the Closing Date, no event or circumstance has occurred, either individually or application of de minimis thresholds to funds of funds in the aggregatecontext of Regulation 4.5, that has had or that could reasonably be expected to have a Material Adverse Effect with respect to and will thereafter, during the Adviserterm of this Agreement, reaffirm such notice of eligibility as required by Regulation 4.5.

Representations and Warranties of the Adviser. In order to induce the Capital Protection Provider to enter into this Agreement, the The Adviser hereby represents and warrants as of to each Underwriter on the date hereof hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, as followsthe case may be, that: (a) There The information regarding the Adviser, set forth under the headings “Our Adviser,” “Our Advisory Agreement,” and “Certain Relationships and Related Transactions” in the Registration Statement, the Time of Sale Information and the Prospectus (collectively, the “Adviser Disclosures”) is no action, proceeding or investigation pending or, to its knowledge, threatened true and correct in writing affecting the Adviser before any court, Governmental Authority or arbitrator which (i) could reasonably be expected to have a Material Adverse Effect with respect to the Fund, (ii) could reasonably be expected to affect the legality, validity or enforceability of any Capital Protection Document or (iii) alleges any impropriety, illegality, or fiduciary breach related to the performance of services by the Adviser to the Fund, except as publicly disclosed and notified by the Adviser to the Agent before the date hereofall material respects. (b) The Adviser has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware and has the limited partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus and to enter into and perform its obligations under this Agreement and the Advisory Agreement; and the Adviser is duly qualified as a foreign limited partnership to transact business and 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 to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (c) This Agreement has been duly authorized, executed and delivered by the Adviser. (d) The Advisory Agreement has been duly authorized, executed and delivered by the Adviser and constitutes a valid and binding agreement of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and the discretion of the court before which any proceeding may be brought. (e) The limited partnership interests of the Adviser are owned by NexPoint Advisors, L.P., free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party. (f) The Adviser is not ineligible (i) in violation of its organizational documents or subject (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreements to disqualification which it is bound, or which any of its property or assets is subject, except, in the case of (ii) above, for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and compliance by the Adviser with its obligations hereunder have been duly authorized by all necessary limited partnership action and 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 or Debt Repayment Triggering Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser pursuant to Section 9(a) any agreement to which it is bound or 9(b) to which any of its property or assets is subject (except for such conflicts, breaches, defaults or Debt Repayment Triggering Event or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the Investment Company Act and provisions of the limited partnership agreement or other organizational documents of the Adviser or 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. (g) Except as disclosed in the Registration Statement, the Time of Sale Information or the Prospectus, (i) there is no proceeding action, suit, proceeding, inquiry or investigation pending before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Adviser, threatened threatened, against or affecting the Adviser that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or that would reasonably be expected to become materially and adversely affect the basis for any such ineligibility consummation of the transactions contemplated in this Agreement or disqualification. the performance by the Adviser of its obligations hereunder; and (cii) The the aggregate of all pending legal or governmental proceedings to which the Adviser is in compliance in all material respects with a party or of which any of its property or assets is the requirements of all Laws and all orderssubject, writsincluding ordinary routine litigation incidental to the business, injunctions and decrees applicable to it or to its propertieswould not, except in such instances in which (A) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (B) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect with respect to the FundEffect. (dh) Each Key Employee Neither the Adviser nor any partner, officer, or employee of the Adviser nor, to the knowledge of the Adviser, any agent, affiliate or other person associated with or acting on behalf of the Adviser has taken any action directly or indirectly that would result in a violation of the Anti-Corruption Laws. The Adviser has instituted, maintains and enforces, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with the Anti-Corruption Laws. (i) The operations of the Adviser are and have been conducted at all times in compliance with applicable Anti-Money Laundering Laws. (j) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is employed necessary or required for the performance by the Adviser holds of its obligations hereunder, in connection with the respective positions offering or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act or state securities laws or as are described in the Registration Statement, the Time of Sale Information or the Prospectus. (k) The Adviser has not been notified that any executive officer of the Company or the Adviser plans to terminate his, her or their employment with his, her or their current employer. Neither the Adviser nor, to the knowledge of the Company, any executive officer or key employee of the Company or the Adviser, 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 as described in the Registration Statement, the Time of Sale Information and the Prospectus, unless a waiver in writing has been obtained. (l) The Adviser operates a system of internal controls sufficient to provide reasonable assurance that (A) transactions that may be effectuated by it on behalf of the Company or the Operating Partnership pursuant to its duties set forth for such Key Employee on Schedule IV, in the Advisory Agreement will be executed in accordance with management’s general or specific authorization and Schedule IV lists all employees (B) access to the Company’s or the Operating Partnership’s assets is permitted only in accordance with management’s general or specific authorization. (m) The duties of the Adviser regularly involved set forth in the investment decisions of Advisory Agreement and disclosed in the Adviser with respect to the Fund as of the date of the Agreement and, when this representation is deemed made on the Closing DateRegistration Statement, the Closing DateTime of Sale Information and the Prospectus are not prohibited by the Investment Advisers Act of 1940, as amended, or the rules and regulations thereunder. (en) From the date hereofThe Adviser has not taken, until and including the Closing Datewill not take, no event directly or circumstance has occurredindirectly, either individually any action that constituted, or in the aggregateany action designed to, that has had or that could might reasonably be expected to have a Material Adverse Effect with respect cause or result in or constitute, under the Securities Act or otherwise, stabilization or manipulation of the price of any security of the Company or the Operating Partnership to facilitate the Advisersale or resale of the Stock or for any other purpose.

Representations and Warranties of the Adviser. In order to induce connection with the Capital Protection Provider to enter into this Agreementpurchase and sale of the Securities, the Adviser represents and warrants as of the date hereof and the Closing Date as followsto each Purchaser that: (a) The Adviser is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or to be in good standing, individually or in the aggregate, would not have, or reasonably be expected to have, a material adverse effect on (1) the business, assets, prospects, properties, financial condition or results of operation of the Adviser or (2) the power or ability of the Adviser to perform its obligations under this Agreement, the Investment Advisory Agreement or the Administration Agreement (an “Adviser Material Adverse Effect”). (b) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has not been (i) any material adverse change in the business, prospects, properties or assets described or referred to in the Registration Statement and the Prospectus, or in the results of operations, condition (financial or otherwise), business or operations of the Adviser, whether or not arising in the ordinary course of business, or (ii) except as otherwise expressly disclosed in the Registration Statement and the Prospectus, (A) any transaction that is material to the Adviser planned or entered into by the Adviser or (B) any obligation, direct or contingent, that is material to the Adviser and its subsidiaries, incurred by the Adviser, except obligations incurred in the ordinary course of business. (c) The Adviser is not and, with the giving of notice or lapse of time or both, will it not be as of the Closing Date, in violation or default of (i) any of the provisions of the organizational or governing documents of the Adviser, (ii) any U.S. or non-U.S. law, rule or regulation applicable to the Adviser, (iii) any order, judgment or decree applicable to the Adviser, or by which any property or asset of the Adviser may be bound or (iv) any of the terms and provisions of any loan or credit agreement, indenture, mortgage note or other agreement or instrument to which the Adviser is a party or by which the Adviser or any of its properties or assets is or may be bound; except with respect to clauses (ii) and (iv) above, for such violations or defaults that would not reasonably be expected to have an Adviser Material Adverse Effect. (d) The execution, delivery and performance by the Adviser of this Agreement, the consummation of the transactions contemplated hereby and compliance by the Adviser with its obligations hereunder do not and will not (i) conflict with or result in a violation of any of the provisions of the organizational or governing documents of the Adviser, (ii) conflict with or violate any U.S. or non-U.S. law, rule or regulation applicable to the Adviser, (iii) conflict with or violate any order, judgment or decree applicable to the Adviser or by which any property or asset of the Adviser is or may be bound or (iv) result in a breach of any of the terms or provisions of, or constitute a default (with or without due notice and/or lapse of time) under, any loan or credit agreement, indenture, mortgage, note or other agreement or instrument to which the Adviser is a party or by the Adviser or any of its properties or assets is or may be bound; except with respect to clauses (ii) and (iv) above, for such violations or defaults that would not reasonably be expected to have an Adviser Material Adverse Effect. (e) There is no action, proceeding or investigation pending orsuit, to its knowledgeproceeding, threatened in writing affecting the Adviser before any court, Governmental Authority or arbitrator which (i) could reasonably be expected to have a Material Adverse Effect with respect to the Fund, (ii) could reasonably be expected to affect the legality, validity or enforceability of any Capital Protection Document or (iii) alleges any impropriety, illegality, or fiduciary breach related to the performance of services by the Adviser to the Fund, except as publicly disclosed and notified by the Adviser to the Agent before the date hereof. (b) The Adviser is not ineligible or subject to disqualification pursuant to Section 9(a) or 9(b) of the Investment Company Act and there is no proceeding inquiry or investigation pending or, to the knowledge of the Adviser, threatened that would reasonably be expected to become in writing against the basis for Adviser before or brought by any such ineligibility court or disqualification. (c) The Adviser is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it other governmental authority or to its properties, except in such instances in arbitration board or tribunal which (A1) such requirement of Law is required to be disclosed in the Registration Statement or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted the Prospectus (other than as disclosed therein) or (B2) the failure to comply therewith, either might individually or in the aggregate, reasonably be expected to have an Adviser Material Adverse Effect or a material adverse effect on the power or ability of the Adviser to perform its obligations under this Agreement, the Investment Advisory Agreement or the Administration Agreement, except as set forth in the Registration Statement and the Prospectus. (f) No Approvals are required in connection with the execution and delivery by the Adviser of this Agreement and the consummation of the transactions herein contemplated, except for (i) such Approvals which, considering all such Approvals in the aggregate, would not reasonably be expected to result in an Adviser Material Adverse Effect and (ii) those that have been made or obtained. (g) The Adviser is 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. There does not exist any proceeding or, to the Adviser’s knowledge, any facts or circumstances the existence of which could reasonably be expected to lead to any proceeding, which might adversely affect the registration of the Adviser with the Commission. (h) The descriptions of the Adviser contained in the Registration Statement and the Prospectus do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (i) This Agreement, the Investment Advisory Agreement and the Administration Agreement have been duly authorized, executed and delivered by the Adviser. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Adviser, enforceable against them in accordance with their terms, except as the enforcement thereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or law). (j) The Adviser maintains data processing, communications and other technology systems sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Adviser has adopted policies and procedures reasonably designed to prevent data breaches and other breaches of applicable privacy laws. (k) The Adviser is not aware that (i) any executive, key employee or significant group of employees of the Adviser (to the extent any such person devotes substantive attention to matters involving the Company) plans to terminate employment with the Adviser, 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 Company or the Adviser except where such termination or violation would not reasonably be expected to have an Adviser Material Adverse Effect. (l) The Adviser possesses such valid and current licenses, certificates, authorizations, consents, approvals or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct its businesses, except where the failure so to possess would not, singly or in the aggregate, result in an Adviser Material Adverse Effect, and the Adviser is not in violation of, in default under, or has received, or has any reason to believe that it will receive, any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such licenses, certificates, authorizations, consents, approvals or permits which, if the subject of an unfavorable decision, ruling or finding, singly or in the aggregate, would reasonably be expected to result in an Adviser Material Adverse Effect. (m) The Adviser is not aware of any security breach or incident, unauthorized access or disclosure, or other compromise relating to IT Systems used by the Adviser. The Adviser’s 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 Adviser as currently conducted, and, to the knowledge of the Adviser, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except, in each case, which, singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect Effect. The Adviser has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all material IT Systems and data (including Personal Data) used in connection with respect their business, and there have been no breaches, violations, outages or unauthorized uses of or access to the Fund. (d) Each Key Employee that is employed by the Adviser holds the respective positions set forth for such Key Employee on Schedule IVsame, and Schedule IV lists all employees of the Adviser regularly involved except, in the investment decisions of the Adviser with respect to the Fund as of the date of the Agreement andeach case, when this representation is deemed made on the Closing Datewhich, the Closing Date. (e) From the date hereof, until and including the Closing Date, no event or circumstance has occurred, either individually singly or in the aggregate, that has had or that could would not reasonably be expected to have a Material Adverse Effect Effect. The Adviser is presently in material compliance with respect 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 the Adviserprivacy and security of the IT Systems used by the Adviser and all Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except, in each case, which, singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Adviser. In order to induce the Capital Protection Provider to enter into this Agreement, the The Adviser hereby represents and warrants as of to the date hereof and the Closing Date as followsFund that: (a) There is no action, proceeding or investigation pending or, to its knowledge, threatened in writing affecting the The Adviser before any court, Governmental Authority or arbitrator which (i) could is 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 be expected designed to prevent violations of the Advisers Act from occurring, detect violations that have a Material Adverse Effect with respect occurred and correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund; (v) has met and will seek to continue to meet for so long as this Advisory Agreement remains in effect, (ii) could reasonably be expected to affect any other applicable federal or state requirements, or the legality, validity or enforceability applicable requirements of any Capital Protection Document regulatory or industry self-regulatory agency; (iiivi) alleges has the authority to enter into and perform the services contemplated by this Advisory Agreement; and (vii) will promptly notify the Fund of the occurrence of any impropriety, illegality, or fiduciary breach related to the performance of services by event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Fund, except as publicly disclosed and notified by the Adviser to the Agent before the date hereofAct or otherwise. (b) The Adviser is not ineligible or subject to disqualification pursuant to Section 9(a) or 9(b) has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Fund with a copy of the Investment Company Act and there is no proceeding or investigation pending or, to the knowledge code of the Adviser, threatened that would reasonably be expected to become the basis for any such ineligibility or disqualificationethics. (c) The Adviser has provided the Fund with a copy of its Form ADV Part 2, which as of the date of this Advisory Agreement is in compliance in all material respects its Form ADV Part 2 as most recently deemed to be filed with the requirements Commission, and promptly will furnish a copy of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (A) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (B) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect with respect amendments thereto to the Fund. (d) Each Key Employee that There is employed 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 holds or any of its principals or affiliates is a party, or to which any of the respective positions set forth for such Key Employee on Schedule IV, and Schedule IV lists all employees assets of the Adviser regularly involved is subject, which reasonably might be expected to (i) result in any material adverse change in the investment decisions Adviser’s condition (financial or otherwise), business or prospects; (ii) affect adversely in any material respect any of the Adviser with respect 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 Fund as Adviser’s Form ADV Part 2; and the Adviser has not received any notice of an investigation by the date of the Agreement andCommission or any state regarding U.S. federal or state securities laws, when this representation is deemed made on the Closing Date, the Closing Dateregulations or rules. (e) From the date hereof, until and including the Closing Date, no event or circumstance has occurred, either individually or All references in the aggregateDisclosure Documents concerning the Adviser and its affiliates and the controlling persons, that affiliates, stockholders, members, directors, officers and employees of any of the foregoing provided or approved by the Adviser for use in the Disclosure Documents, as well as all performance information provided or approved by the Adviser for such use, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading. (f) The Adviser has had supplied to, or that could made available for review by, the Fund (and if requested by the Fund to its designated auditor) all documents, statements, agreements and workpapers reasonably be expected requested by it relating to have a Material Adverse Effect with respect to accounts covered by the Adviser’s performance results and 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 all times during the term of this Advisory Agreement.

Representations and Warranties of the Adviser. In order The Adviser hereby makes the following representations and warranties to induce the Capital Protection Provider to enter into Sub-Adviser, which representations and warranties shall continue for so long as this AgreementAgreement remains in effect, and if at any time any event occurs that would make any of the representations or warranties not true, the Adviser represents and warrants as party making such representation or warranty shall promptly notify the other party in writing (including via e-mail) within ten (10) days of the date hereof and the Closing Date as follows:such event. (a) There The Adviser is no actionduly organized, proceeding validly existing and in good standing under the laws of the jurisdiction in which it was incorporated or investigation pending or, otherwise organized and has full power and authority to execute and perform this Agreement. The Adviser conducts its knowledge, threatened business in writing affecting compliance in all material respects with the Adviser before any court, Governmental Authority or arbitrator which (i) could reasonably be expected to have a Material Adverse Effect with respect to the Fund, (ii) could reasonably be expected to affect the legality, validity or enforceability requirements of any Capital Protection Document or (iii) alleges any impropriety, illegality, or fiduciary breach related to the performance of services by the Adviser to the Fund, except as publicly disclosed all applicable laws and notified by the Adviser to the Agent before the date hereofregulations. (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 not ineligible a party or subject by which it is bound, or violate any law, regulation or order applicable to disqualification pursuant to Section 9(athe Adviser. (c) or 9(b) The Adviser will comply in all material respects with the requirements of the Investment Company Advisers Act and there any other applicable law or regulation for the Client and the subject matter of, or transactions contemplated by, this Agreement. (d) There is no litigation or regulatory proceeding or investigation pending or, to the knowledge of the Adviser, threatened that would reasonably be expected to become the basis for any such ineligibility or disqualification. (c) The Adviser is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (A) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (B) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect with respect to the Fund. (d) Each Key Employee that is employed by against the Adviser holds that could materially affect the respective positions set forth for such Key Employee on Schedule IV, and Schedule IV lists all employees of the Adviser regularly involved in the investment decisions of the Adviser with respect Adviser’s ability to the Fund as of the date of the Agreement and, when carry out its duties under this representation is deemed made on the Closing Date, the Closing DateAgreement. (e) From The Adviser has reviewed the date hereofClient’s investment goals, until objectives, limitations and including restrictions with the Closing DateClient in accordance with its standard procedures for evaluating the suitability of investment products and has deemed, no event or circumstance has occurred, either individually or in the aggregateits judgment, that Sub-Adviser’s services are suitable for Client. The Adviser will notify the Sub-Adviser promptly of any changes in a Client’s investment objectives or restrictions. (f) The Adviser has had or reviewed all authorizing documentation from the Client and is satisfied that could reasonably be expected such documentation authorizes the Client to have a Material Adverse Effect with respect to the Adviserhire an investment manager.

Representations and Warranties of the Adviser. In order to induce the Capital Protection Provider to enter into this Agreement, the The Adviser represents and warrants as to and agrees with each of the date hereof Underwriters on behalf of itself that: a. except as disclosed in the Registration Statement, the Disclosure Package and the Closing Date as follows: Final Prospectus, since the date of the most recent financial statements of the Company included in the Registration Statement, the Disclosure Package and the Final Prospectus, (ai) There there has not been any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Adviser; and (ii) the Adviser has not sustained any loss or interference with its business that is no material to the Adviser and that is either from fire, explosion, flood, or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order, or decree of any court or arbitrator or governmental or regulatory authority; b. the Adviser has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct the business in which it is engaged, except where the failure to be so qualified or in good standing or have such power or authority would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Adviser or on the performance by the Adviser of its obligations under this Agreement (an “Adviser Material Adverse Effect”); c. the Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and the Adviser is not prohibited by the Advisers Act or the Investment Company Act from acting under the Investment Management Agreement as an investment adviser to the Company, as contemplated by the Registration Statement, the Disclosure Package and the Final Prospectus. There does not exist any proceeding or investigation pending or, to its the Adviser’s knowledge, threatened any facts or circumstances, the existence of which would lead to any proceeding which would reasonably be expected to adversely affect the registration of the Adviser with the Commission; d. this Agreement has been duly authorized and executed by the Adviser and, when delivered in writing accordance with the terms hereof, will constitute the valid and binding obligation of the Adviser enforceable against the Adviser in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnity and contribution hereunder may be limited by general equitable principles or federal or state securities laws or public policy underlying such laws; e. the Investment Management Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Adviser before any courtand are valid and binding obligations of the Adviser, Governmental Authority enforceable against the Adviser in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or arbitrator which other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnity and contribution thereunder may be limited by general equitable principles or federal or state securities laws or public policy underlying such laws; f. the Adviser is not (i) could in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Adviser is a party or by which the Adviser is bound or to which any of the property or assets of the Adviser is subject; or (iii) in violation of any law or statute applicable to the Adviser or any judgment, order, rule, or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Adviser, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect; g. the execution, delivery and performance by the Adviser of this Agreement and the performance by the Adviser of the Investment Management Agreement and the Administration Agreement will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a 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, any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Adviser is a party or by which the Company is bound or to which any of the property or assets of the Adviser is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Adviser or (iii) result in the violation of any law or statute applicable to the Adviser or any judgment, order, rule, or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Adviser, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect; h. no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Authority is necessary or required for the performance by the Adviser of this Agreement or the performance by the Adviser of the Investment Management Agreement and the Administration Agreement, except (A) such as have been already obtained or as may be required under the Securities Act, the Securities Act Rules and Regulations, the Investment Company Act, the rules of the Nasdaq Global Select Market, state securities laws or the rules of FINRA and (B) where the failure to obtain any such filing, authorization, approval, consent, license, order, registration, qualification or decree would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect; i. there are no Proceedings pending to which the Adviser is or, to the knowledge of the Adviser, may be reasonably expected to become a party or to which any property of the Adviser is or, to the knowledge of the Adviser, may be reasonably expected to become the subject that, individually or in the aggregate, if determined adversely to the Adviser, would reasonably be expected to have a an Adviser Material Adverse Effect with respect Effect; no such investigations, actions, suits or proceedings are threatened or, to the Fundknowledge of the Adviser, (ii) could contemplated by any governmental or regulatory authority or threatened by others, except as would not reasonably be expected expected, individually or in the aggregate, to affect have an Adviser Material Adverse Effect; and there are no current or pending legal, governmental, or regulatory actions, suits, or proceedings that are required under the legalitySecurities Act to be described in the Registration Statement, validity the Disclosure Package, or enforceability the Final Prospectus that are not so described in the Registration Statement, the Disclosure Package and the Final Prospectus; j. the Adviser has all Authorizations required in order to conduct its business as described in the Disclosure Package and the Final Prospectus; the Adviser has complied with the terms of the necessary Authorizations and there are not pending modifications, amendments or revocations of the Authorizations; the Adviser has paid all fees due to Governmental Authorities pursuant to the Authorizations; all reports required to be filed in connection with the Authorizations have been timely filed and are accurate and complete; and the Adviser is not in violation of, or in default under, any such Authorizations or any Law issued by a Governmental Authority applicable to the Adviser, except where the failure to possess or make the same would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect; and, except as described in the Registration Statement, the Disclosure Package and the Final Prospectus, the Adviser has not received written notice of any Capital Protection Document revocation or (iii) alleges modification of any improprietysuch Authorization, illegalityand does not have any reason to believe that any such Authorization will not be renewed in the ordinary course, except where such revocation, modification, or fiduciary breach related non-renewal would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect; k. the description of the Adviser and its principals and business in the Registration Statement, Disclosure Package and the Final Prospectus do not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; l. the Adviser has the financial resources available to it necessary for the performance of its services by and obligations contemplated in the Disclosure Package, the Final Prospectus, and under this Agreement, the Investment Management Agreement and the Administration Agreement; m. the Adviser maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with its management’s general or specific authorization and with the Fundinvestment objectives, except as publicly disclosed policies and notified by restrictions of the Adviser to Company and the Agent before the date hereof. (b) The Adviser is not ineligible or subject to disqualification pursuant to Section 9(a) or 9(b) applicable requirements of the Investment Company Act and there the Code; (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP, to calculate net asset value, and to maintain asset accountability, and to maintain material compliance with the books and records requirements under the Investment Company Act; (iii) access to assets of the Company is permitted only in accordance with its management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; n. neither the Adviser nor, to the Adviser’s knowledge, any director, officer, agent, employee, or affiliate of the Adviser has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA, the Bxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment, or offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Adviser has instituted, maintained, and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with the FCPA and all other applicable anti-bribery or anti-corruption laws; o. the operations of the Adviser are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Money Laundering Laws of all jurisdictions having jurisdiction over the Adviser, and no action, suit or proceeding by or investigation before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Adviser with respect to the Money Laundering Laws of all jurisdictions having jurisdiction over the Adviser is pending or, to the knowledge of the Adviser, threatened threatened; p. neither the Adviser nor, to the knowledge of the Adviser, any of its directors, officers, agents, employees or affiliates is currently the subject or the target of any sanctions, nor is the Adviser located, organized or resident in a Sanctioned Country. Since the inception of the Adviser, the Adviser has not knowingly engaged in, nor is it now knowingly engaged in, any dealings or transactions with any person that would at the time of the dealing or transaction is or was the subject or the target of applicable sanctions laws or with any Sanctioned Country; q. neither the Adviser, nor any affiliates of the Adviser, has taken, directly or indirectly, and neither the Adviser, nor any affiliates of the Adviser, will take, directly or indirectly, any action designed to cause or result in, or which constitutes or might reasonably be expected to become constitute, stabilization or manipulation of the basis for price of any security of the Company or any “reference security” (as defined in Rule 100 of Regulation M under the Exchange Act) to facilitate the sale or resale of the Shares or otherwise, and has taken no action which would directly or indirectly violate Regulation M under the Exchange Act; r. the Adviser is not aware that (i) any of its executives, key employees or significant group of employees plans to terminate employment with the Adviser or (ii) any such ineligibility executive or disqualification. (c) The Adviser key employee is subject to any noncompete, nondisclosure, confidentiality, employment, consulting, or similar agreement that would be violated by either the Adviser’s present or proposed business activities, except, in compliance in all material respects with the requirements of all Laws and all orderseach case, writsas would not reasonably be expected, injunctions and decrees applicable to it or to its properties, except in such instances in which (A) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (B) the failure to comply therewith, either individually or in the aggregate, could not to have an Adviser Material Adverse Effect; s. no labor disturbance by or dispute with employees of the Adviser exists or, to the knowledge of the Adviser, is threatened, which would reasonably be expected to have a an Adviser Material Adverse Effect with respect to the Fund.Effect; and (d) Each Key Employee that is employed by t. the Adviser holds the respective positions set forth for such Key Employee on Schedule IV, and Schedule IV lists all employees of the Adviser regularly involved in the investment decisions of the Adviser with respect to the Fund as of the date of the Agreement and, when this representation is deemed made on the Closing Date, the Closing Datehas no subsidiaries. (e) From the date hereof, until and including the Closing Date, no event or circumstance has occurred, either individually or in the aggregate, that has had or that could reasonably be expected to have a Material Adverse Effect with respect to the Adviser.

Representations and Warranties of the Adviser. In order to induce the Capital Protection Provider to enter into this Agreement, the The Adviser represents and warrants to the Underwriters as of the date hereof of this Agreement, as of the Applicable Time and as of the Closing Date Date, and agrees with the Underwriters as follows: (a) There Since the respective dates as of which information is no actiongiven in the Registration Statement, proceeding or investigation pending or, to its knowledge, threatened in writing affecting the Adviser before any court, Governmental Authority or arbitrator which (i) could reasonably be expected to have a Material Adverse Effect with respect to General Disclosure Package and the Fund, (ii) could reasonably be expected to affect the legality, validity or enforceability of any Capital Protection Document or (iii) alleges any impropriety, illegality, or fiduciary breach related to the performance of services by the Adviser to the FundProspectus, except as publicly disclosed and notified by 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 or any of its subsidiaries, 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 Agent before aggregate, to prevent the date hereofAdviser from carrying out its obligations under the Investment Advisory Agreement or under the Administration Agreement (an “Adviser Material Adverse Effect”). (b) The Adviser has been duly organized and is not ineligible or subject validly existing and in good standing under the laws of the State of Delaware and has the power and authority to disqualification pursuant own, lease and operate its properties and to Section 9(a) or 9(b) conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; the Adviser has the corporate power and authority to execute and deliver and perform its obligations under each of the Investment Company Advisory Agreement and the Administration Agreement; and the Adviser and each of its subsidiaries 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 duly registered with the Commission as an investment adviser under the Advisers Act and there is not prohibited by the Advisers Act or the 1940 Act from acting under the Investment Advisory Agreement for other Fidus Entities 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 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. (d) There is no action, suit, claim or proceeding or, to the knowledge of the Adviser or any of its subsidiaries, inquiry or investigation pending before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Adviser, threatened threatened, against or affecting the Adviser which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected, individually or in the aggregate, to result in 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, the Investment Advisory Agreement or the Administration 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, the General Disclosure Package and/or the Prospectus, including ordinary routine litigation incidental to its business, would not reasonably be expected, individually or in the aggregate, to result in an Adviser Material Adverse Effect. (e) None of the Adviser or any of its subsidiaries is (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 party or by which it or any of them may be bound, or to which any of the property or assets 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 aggregate, to result in an Adviser Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser with its obligations hereunder and under the Investment Advisory Agreement and the Administration 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. (f) Each of this Agreement, the Investment Advisory Agreement and the Administration Agreement 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 (including the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”), except such as have been already obtained under the 1933 Act and the 1940 Act or will be obtained by the Closing Date. (h) The descriptions of the Adviser and its business contained in the Registration Statement, the General Disclosure Package, the Prospectus, and any Written Testing-the-Waters Communication and Sales Material do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (i) The Adviser 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 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 Material Adverse Effect. (j) 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 become constitute, the basis for any such ineligibility stabilization or disqualificationmanipulation of the price of the Securities to facilitate the sale or resale of the Securities. (ck) The Adviser maintains data processing, communications and other technology systems sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Adviser has adopted policies and procedures reasonably designed to prevent data breaches and other breaches of applicable privacy laws. (l) The Adviser (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 Advisers Act by the Adviser; (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 all Laws and all ordersthe Advisers Act. (m) The Adviser is not aware that (i) any executive, writskey employee or significant group of employees of any of the Fidus Entities, injunctions and decrees applicable as applicable, plans to it or to its propertiesterminate employment with the respective Fidus Entity, except in such instances in which (A) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (Bii) 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 failure to comply therewith, either individually present or in proposed business activities of the aggregate, could Fidus Entities except where such termination or violation would not reasonably be expected to have a an Adviser Material Adverse Effect with respect to the FundEffect. (d) Each Key Employee that is employed by the Adviser holds the respective positions set forth for such Key Employee on Schedule IV, and Schedule IV lists all employees of the Adviser regularly involved in the investment decisions of the Adviser with respect to the Fund as of the date of the Agreement and, when this representation is deemed made on the Closing Date, the Closing Date. (e) From the date hereof, until and including the Closing Date, no event or circumstance has occurred, either individually or in the aggregate, that has had or that could reasonably be expected to have a Material Adverse Effect with respect to the Adviser.

Representations and Warranties of the Adviser. In order to induce the Capital Protection Provider to enter into this Agreement, the The Adviser represents and warrants to and agrees with each of the Underwriters, as of the date hereof hereof, and as of each of the Applicable Time and the Closing Date Time (as such terms are defined in Sections 1(a) and 3(b), respectively, hereof), as follows: (a) There Since the respective dates as of which information is no actiongiven in the Registration Statement, proceeding or investigation pending or, to its knowledge, threatened in writing affecting the Adviser before any court, Governmental Authority or arbitrator which (i) could reasonably be expected to have a Material Adverse Effect with respect to General Disclosure Package and the Fund, (ii) could reasonably be expected to affect the legality, validity or enforceability of any Capital Protection Document or (iii) alleges any impropriety, illegality, or fiduciary breach related to the performance of services by the Adviser to the FundProspectus, except as publicly disclosed and notified by 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 to from carrying out its obligations under the Agent before the date hereofInvestment 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, the General Disclosure Package 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 duly registered with the Commission as an investment adviser under the Advisers Act and is not ineligible prohibited by the Advisers Act or subject the 1940 Act 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 disqualification pursuant the Adviser’s knowledge, any facts or circumstances the existence of which could reasonably be expected, individually or in the aggregate, to Section 9(a) or 9(b) lead to any proceeding, which might adversely affect the registration of the Investment Company Act and there Adviser with the Commission. (d) There is no action, suit, claim or proceeding or investigation pending or, to the knowledge of the Adviser, threatened 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, the General Disclosure Package 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, the General Disclosure Package and/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 party or by which it or any of them may be bound, or to which any of the property or assets 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 aggregate, to result in an Adviser 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 become the basis for any such ineligibility or disqualificationresult in an Adviser Material Adverse Effect. (cf) Each of this Agreement and the Investment Advisory Agreement have 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, except such as have been already obtained under the 1933 Act and the 1940 Act or will be obtained by the Closing Time. (h) The descriptions of the Adviser contained in the Registration Statement, the General Disclosure Package, the Prospectus, and any Written Testing-the-Waters Communication and Sales Material do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (i) The Adviser 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 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 Material Adverse Effect. (j) 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 (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 Advisers Act by the Adviser; (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 all Laws the Advisers Act. (l) 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 all orders, writs, injunctions and decrees applicable to it or to its properties, Data except in such instances in which (A) such requirement of Law or ordereach case as would not reasonably be expected to, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (B) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a an Adviser Material Adverse Effect 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 respect industry standards and practices, or as required by applicable regulatory standards and the Adviser is, to the Fund. (d) Each Key Employee that is employed 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 the 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 Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by the Adviser holds the respective positions set forth for such Key Employee on Schedule IV, and Schedule IV lists all employees of the Adviser regularly involved in the investment decisions of the Adviser with respect to each Underwriter as to the Fund as of the date of the Agreement and, when this representation is deemed made on the Closing Date, the Closing Datematters covered thereby. (e) From the date hereof, until and including the Closing Date, no event or circumstance has occurred, either individually or in the aggregate, that has had or that could reasonably be expected to have a Material Adverse Effect with respect to the Adviser.

Representations and Warranties of the Adviser. In order to induce the Capital Protection Provider to enter into this Agreement, the The Adviser represents and warrants to the Manager as of the date hereof and the Closing as of each Representation Date on which certificates are required to be delivered pursuant to Section 7(o) hereof, as of each Applicable Time and as of each Settlement Date, as follows: (a1) There is no action, proceeding or investigation pending or, to its knowledge, threatened in writing affecting The information regarding the Adviser before any courtin the Registration Statement and the Prospectus is true and correct in all material respects. (2) The Adviser has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has the limited liability company power and authority to own, Governmental Authority 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 and the Management Agreement, and the Adviser is duly qualified as a foreign limited liability company to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure to so qualify or arbitrator which (i) could to be in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, properties, assets, net worth, results of operations or prospects of the Adviser (an “Adviser Material Adverse Effect Effect”). (3) This Agreement has been duly authorized, executed and delivered by the Adviser. (4) The Management Agreement has been duly authorized, executed and delivered by the Adviser and constitutes a valid and binding agreement of the Adviser, enforceable against the Adviser in accordance with respect its terms, except to the Fundextent that enforceability may be limited by (i) the application of bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) could reasonably general equitable principles being applied at the discretion of a court before which any proceeding may be expected to affect the legality, validity or enforceability of any Capital Protection Document or (iii) alleges any impropriety, illegality, or fiduciary breach related to the performance of services by the Adviser to the Fundbrought, except as publicly disclosed to rights to indemnity and notified contribution thereunder may be limited by the Adviser to the Agent before the date hereoffederal or state securities laws. (b5) The Adviser is not ineligible (i) in violation of its organizational documents or subject (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreements to disqualification which it is bound, or which any of its property or assets is subject, except, in the case of (ii) above, for such defaults that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and compliance by the Adviser with its obligations hereunder 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 or Debt Repayment Triggering Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser pursuant to Section 9(a) any agreement to which the Adviser is bound or 9(b) to which any of its properties or assets is subject (except for such conflicts, breaches, defaults or Debt Repayment Triggering Events or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect), nor will such action result in any violation of the Investment Company Act provisions of the organizational documents of the Adviser or 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 properties or assets. (6) The Adviser is in compliance with all applicable federal, state, local and foreign laws, rules, regulations, orders, decrees and judgments, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, an Adviser Material Adverse Effect. (7) Except as disclosed in the Registration Statement or the Prospectus, there is no proceeding action, suit, proceeding, 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 that would, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect, or that would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement and the Management Agreement or the performance by the Adviser of its obligations hereunder or thereunder. (8) Neither the Adviser nor any member, officer, or employee of the Adviser nor, to the knowledge of the Adviser, any agent, affiliate or other person associated with or acting on behalf of the Adviser has: (A) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (B) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (C) violated or is in violation of any provision of the Anti-Corruption Laws; or (D) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Adviser has instituted, maintains and enforces, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with the Anti-Corruption Laws. (9) The operations of the Adviser are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Anti-Money Laundering Laws of all jurisdictions having jurisdiction over the Adviser, and no action, suit or proceeding by or before any governmental agency, authority or body involving the Adviser with respect to the Anti-Money Laundering Laws of any jurisdiction having jurisdiction over the Adviser is pending or, to the knowledge of the Adviser, threatened threatened. (10) 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 or the consummation of the transactions contemplated by this Agreement and the Management Agreement, except such as have been already obtained or as may be required under the Securities Act or state securities laws or as are described in the Registration Statement or the Prospectus. (11) The Adviser possesses all licenses, certificates, permits and other authorizations issued by, and has made all declarations and filings with, the appropriate federal, state, local or foreign governmental agency, authority or body having jurisdiction over the Adviser that are necessary for the ownership or lease of its properties or assets or the conduct of its business as currently conducted and described in the Registration Statement and the Prospectus, except where the failure to possess or make the same would not reasonably be expected to become the basis for any such ineligibility or disqualification. (c) The Adviser is in compliance in all material respects with the requirements of all Laws and all ordershave, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (A) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (B) the failure to comply therewith, either individually singly or in the aggregate, could an Adviser Material Adverse Effect. Except as described in the Registration Statement and the Prospectus, the Adviser has not received any notice or is otherwise aware of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course, except where such revocation, modification or non-renewal would not reasonably be expected to have a Material Adverse Effect with respect to the Fund. (d) Each Key Employee that is employed by the Adviser holds the respective positions set forth for such Key Employee on Schedule IVhave, and Schedule IV lists all employees of the Adviser regularly involved in the investment decisions of the Adviser with respect to the Fund as of the date of the Agreement and, when this representation is deemed made on the Closing Date, the Closing Date. (e) From the date hereof, until and including the Closing Date, no event or circumstance has occurred, either individually singly or in the aggregate, an Adviser Material Adverse Effect. (12) The execution, delivery and performance by the Adviser of this Agreement and the Management Agreement and the consummation of the transactions contemplated by this Agreement and the Management Agreement will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the acceleration of any obligation under, or the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Adviser pursuant to, any agreement or instrument to which the Adviser is a party or by which the Adviser is bound or to which any of the properties or assets of the Adviser is subject, (B) result in any violation of the provisions of the certificate of formation or limited liability company agreement of the Adviser or (C) result in the violation of any law or statute applicable to the Adviser or any judgment, order, rule or regulation of any governmental agency, authority or body having jurisdiction over the Adviser or any of its properties or assets, except, in the case of clauses (A) and (C) above, for any such conflict, breach, violation, default, acceleration, lien, charge or encumbrance that has had or that could would not reasonably be expected to have a have, singly or in the aggregate, an Adviser Material Adverse Effect Effect. (13) The Adviser has not been notified that any current executive officer of the Company or the Adviser plans to terminate his, her or their employment with respect his, her or their current employer. Neither the Adviser nor, to the knowledge of the Company, any executive officer or key employee of the Company or the Adviser, 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 as described in the Registration Statement and the Prospectus. (14) The Adviser has access to the personnel and other resources necessary for the performance of the duties of the Adviser set forth in the Management Agreement and as disclosed in the Registration Statement and the Prospectus. (15) The Adviser operates a system of internal controls sufficient to provide reasonable assurance that (A) transactions that may be effectuated by it on behalf of the Company and the Operating Partnership and their subsidiaries pursuant to its duties set forth in the Management Agreement will be executed in accordance with management’s general or specific authorization and (B) access to the Company’s or the Operating Partnership’s assets is permitted only in accordance with management’s general or specific authorization. (16) The Adviser is insured by insurers with appropriately rated claims paying abilities against such losses and risks and in such amounts as are prudent and customary for the businesses in which the Adviser is engaged; all policies of insurance and fidelity or surety bonds insuring the Adviser or its business, assets, employees, officers and directors are in full force and effect; and the Adviser has not been refused any insurance coverage sought or applied for. (17) The Adviser (including its agents and representatives, other than the Manager in its capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities. (18) The Adviser has not taken, and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Securities Act or otherwise, stabilization or manipulation of the price of any security of the Company and the Operating Partnership to facilitate the sale or resale of the Securities or for any other purpose. Any certificate signed by any officer or any authorized representative of the Adviser and delivered to the Manager or to counsel for the Manager shall be deemed a representation and warranty by the Adviser to the Manager as to the matters covered thereby as of the date or dates indicated on such certificate.

Representations and Warranties of the Adviser. In order to induce the Capital Protection Provider to enter into this Agreement, the The Adviser represents and warrants to the Manager as of the date hereof and the Closing as of each Representation Date on which certificates are required to be delivered pursuant to Section 8(o) hereof, as of each Applicable Time and as of each Settlement Date, as follows: (a) There is no action, proceeding or investigation pending or, to its knowledge, threatened in writing affecting The information regarding the Adviser before any court, Governmental Authority or arbitrator which (i) could reasonably be expected to have a Material Adverse Effect with respect to in the Fund, (ii) could reasonably be expected to affect Registration Statement and the legality, validity or enforceability of any Capital Protection Document or (iii) alleges any impropriety, illegality, or fiduciary breach related to the performance of services by the Adviser to the Fund, except as publicly disclosed Prospectus is true and notified by the Adviser to the Agent before the date hereofcorrect in all material respects. (b) The Adviser has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has the limited liability company 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 and the Management Agreement, and the Adviser is duly qualified as a foreign limited liability company to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, properties, assets, net worth, results of operations or prospects of the Adviser (an “Adviser Material Adverse Effect”). (c) This Agreement has been duly authorized, executed and delivered by the Adviser. (d) The Management Agreement has been duly authorized, executed and delivered by the Adviser and constitutes a valid and binding agreement of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent that enforceability may be limited by (i) the application of bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general equitable principles being applied at the discretion of a court before which any proceeding may be brought, except as to rights to indemnity and contribution thereunder may be limited by federal or state securities laws. (e) The Adviser is not ineligible (i) in violation of its organizational documents or subject (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreements to disqualification which it is bound, or which any of its property or assets is subject, except, in the case of (ii) above, for such defaults that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and compliance by the Adviser with its obligations hereunder 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 or Debt Repayment Triggering Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser pursuant to Section 9(a) any agreement to which the Adviser is bound or 9(b) to which any of its properties or assets is subject (except for such conflicts, breaches, defaults or Debt Repayment Triggering Events or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect), nor will such action result in any violation of the Investment Company Act provisions of the organizational documents of the Adviser or 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 properties or assets. (f) The Adviser is in compliance with all applicable federal, state, local and foreign laws, rules, regulations, orders, decrees and judgments, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, an Adviser Material Adverse Effect. (g) Except as disclosed in the Registration Statement or the Prospectus, there is no proceeding action, suit, proceeding, 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 that would, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect, or that would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement and the Management Agreement or the performance by the Adviser of its obligations hereunder or thereunder. (h) Neither the Adviser nor any member, officer, or employee of the Adviser nor, to the knowledge of the Adviser, any agent, affiliate or other person associated with or acting on behalf of the Adviser has: (A) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (B) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (C) violated or is in violation of any provision of the Anti-Corruption Laws; or (D) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Adviser has instituted, maintains and enforces, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with the Anti-Corruption Laws. (i) The operations of the Adviser are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Anti-Money Laundering Laws of all jurisdictions having jurisdiction over the Adviser, and no action, suit or proceeding by or before any governmental agency, authority or body involving the Adviser with respect to the Anti-Money Laundering Laws of any jurisdiction having jurisdiction over the Adviser is pending or, to the knowledge of the Adviser, threatened threatened. (j) 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 or the consummation of the transactions contemplated by this Agreement and the Management Agreement, except such as have been already obtained or as may be required under the Securities Act or state securities laws or as are described in the Registration Statement or the Prospectus. (k) The Adviser possesses all licenses, certificates, permits and other authorizations issued by, and has made all declarations and filings with, the appropriate federal, state, local or foreign governmental agency, authority or body having jurisdiction over the Adviser that are necessary for the ownership or lease of its properties or assets or the conduct of its business as currently conducted and described in the Registration Statement and the Prospectus, except where the failure to possess or make the same would not reasonably be expected to become the basis for any such ineligibility or disqualification. (c) The Adviser is in compliance in all material respects with the requirements of all Laws and all ordershave, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (A) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (B) the failure to comply therewith, either individually singly or in the aggregate, could an Adviser Material Adverse Effect. Except as described in the Registration Statement and the Prospectus, the Adviser has not received any notice or is otherwise aware of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course, except where such revocation, modification or non-renewal would not reasonably be expected to have a Material Adverse Effect with respect to the Fund. (d) Each Key Employee that is employed by the Adviser holds the respective positions set forth for such Key Employee on Schedule IVhave, and Schedule IV lists all employees of the Adviser regularly involved in the investment decisions of the Adviser with respect to the Fund as of the date of the Agreement and, when this representation is deemed made on the Closing Date, the Closing Date. (e) From the date hereof, until and including the Closing Date, no event or circumstance has occurred, either individually singly or in the aggregate, an Adviser Material Adverse Effect. (l) The execution, delivery and performance by the Adviser of this Agreement and the Management Agreement and the consummation of the transactions contemplated by this Agreement and the Management Agreement will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the acceleration of any obligation under, or the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Adviser pursuant to, any agreement or instrument to which the Adviser is a party or by which the Adviser is bound or to which any of the properties or assets of the Adviser is subject, (B) result in any violation of the provisions of the certificate of formation or limited liability company agreement of the Adviser or (C) result in the violation of any law or statute applicable to the Adviser or any judgment, order, rule or regulation of any governmental agency, authority or body having jurisdiction over the Adviser or any of its properties or assets, except, in the case of clauses (A) and (C) above, for any such conflict, breach, violation, default, acceleration, lien, charge or encumbrance that has had or that could would not reasonably be expected to have a have, singly or in the aggregate, an Adviser Material Adverse Effect Effect. (m) The Adviser has not been notified that any current executive officer of the Company or the Adviser plans to terminate his, her or their employment with respect his, her or their current employer. Neither the Adviser nor, to the knowledge of the Company, any executive officer or key employee of the Company or the Adviser, 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 as described in the Registration Statement and the Prospectus. (n) The Adviser has access to the personnel and other resources necessary for the performance of the duties of the Adviser set forth in the Management Agreement and as disclosed in the Registration Statement and the Prospectus. (o) The Adviser operates a system of internal controls sufficient to provide reasonable assurance that (A) transactions that may be effectuated by it on behalf of the Company and the Operating Partnership and their subsidiaries pursuant to its duties set forth in the Management Agreement will be executed in accordance with management’s general or specific authorization and (B) access to the Company’s or the Operating Partnership’s assets is permitted only in accordance with management’s general or specific authorization. (p) The Adviser is insured by insurers with appropriately rated claims paying abilities against such losses and risks and in such amounts as are prudent and customary for the businesses in which the Adviser is engaged; all policies of insurance and fidelity or surety bonds insuring the Adviser or its business, assets, employees, officers and directors are in full force and effect; and the Adviser has not been refused any insurance coverage sought or applied for. (q) The Adviser (including its agents and representatives, other than the Manager in its capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities. (r) The Adviser has not taken, and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Securities Act or otherwise, stabilization or manipulation of the price of any security of the Company and the Operating Partnership to facilitate the sale or resale of the Securities or for any other purpose. Any certificate signed by any officer or any authorized representative of the Adviser and delivered to the Manager or to counsel for the Manager shall be deemed a representation and warranty by the Adviser to the Manager as to the matters covered thereby as of the date or dates indicated on such certificate.

Representations and Warranties of the Adviser. In order to induce the Capital Protection Provider to enter into this Agreement, the The Adviser represents and warrants to and agrees with each of the Underwriters as of the date hereof and the Closing Date as followsthat: (a) There The Adviser has been duly organized, is no actionvalidly existing as a corporation in good standing under the laws of the jurisdiction of its organization, proceeding has the power and authority to own its property and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or investigation pending orits ownership or leasing of property requires such qualification, except to its knowledge, threatened the extent that the failure to be so qualified or be in writing affecting the Adviser before any court, Governmental Authority or arbitrator which good standing (i) could would not reasonably be expected to have a Material Adverse Effect with respect to material adverse effect on the Fund, Adviser’s performance of this Agreement or the consummation of any of the transactions herein contemplated or (ii) could would not reasonably be expected to affect have a material adverse effect on the legalitycondition (financial or otherwise), validity prospects, earnings, business, operations or enforceability properties of any Capital Protection Document the Adviser, whether or not arising from transactions in the ordinary course of business (iii(i) alleges any improprietyand (ii), illegalityindividually or collectively, or fiduciary breach related to the performance of services by the an “Adviser to the Fund, except as publicly disclosed and notified by the Adviser to the Agent before the date hereofMaterial Adverse Effect”). (b) The Adviser is duly registered as an investment adviser under the Advisers Act, and is not ineligible prohibited by the Advisers Act or subject to disqualification pursuant to Section 9(a) or 9(b) of the Investment Company Act from acting under the Investment Management Agreement as the investment adviser to the Fund as contemplated by the Registration Statement, the Time of Sale Prospectus and there the Prospectus, and no order of suspension or revocation of such registration has been issued or proceedings therefor initiated or, to the knowledge of the Adviser, threatened by the Commission. (c) This Agreement and each of the Investment Management Agreement, the Administration Agreement, the Structuring and Syndication Fee Agreement between the Adviser and Xxxxxx Xxxxxxx & Co. LLC dated November 22, 2016 (the “Xxxxxx Xxxxxxx Fee Agreement”), the Structuring Fee Agreement between the Adviser and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated dated November 22, 2016 (the “Merrill Fee Agreement”), the Structuring Fee Agreement between the Adviser and Xxxxx Fargo Securities, LLC dated November 22, 2016 (the “Xxxxx Fee Agreement”), [the Structuring Fee Agreement between the Adviser and BB&T Capital Markets, a division of BB&T Securities, LLC dated November 22, 2016 (the “BB&T Fee Agreement”), the Structuring Fee Agreement between the Adviser and Wedbush Securities Inc. dated November 22, 2016 (the “Wedbush Fee Agreement”), the Structuring Fee Agreement between the Adviser and X.X. Xxxxxxxx & Co. dated November 22, 2016 (the “Davidson Fee Agreement”), the Structuring Fee Agreement between the Adviser and Xxxxxx Xxxxxxxxxx Xxxxx LLC dated November 22, 2016 (the “Janney Fee Agreement”), the Structuring Fee Agreement between the Adviser and Ladenburg Xxxxxxxx & Co. Inc. dated November 22, 2016 (the “Ladenburg Fee Agreement”), the Marketing Fee Agreement between the Adviser and Pershing LLC dated November 22, 2016 (the “Pershing Fee Agreement”), the Structuring Fee Agreement between the Adviser and Hilltop Securities Inc. dated November 22, 2016 (the “Hilltop Fee Agreement”), the Structuring Fee Agreement between the Adviser and Xxxxxxxxxx Securities, Inc. dated November 22, 2016 (the “Xxxxxxxxxx Fee Agreement”), the Structuring Fee Agreement between the Adviser and Maxim Group LLC dated November 22, 2016 (the “Maxim Fee Agreement”), the Structuring Fee Agreement between the Adviser and Newbridge Securities Corporation dated November 22, 2016 (the “Newbridge Fee Agreement”), the Structuring Fee Agreement between the Adviser and J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC dated November 22, 2016 (the “Xxxxxxxx Fee Agreement”), the Structuring Fee Agreement between the Adviser and Synovus Securities, Inc. dated November 22, 2016 (the “Synovus Fee Agreement”) and the Structuring Fee Agreement between the Adviser and Xxxxxxx & Xxxxx, Inc. dated November 22, 2016 (the “Xxxxxxx Fee Agreement”), the Structuring Fee Agreement between the Adviser and National Securities Corporation dated November 22, 2016 (the “National Fee Agreement”) and the Structuring Fee Agreement between the Adviser and Source Capital Group, Inc. dated November 22, 2016 (the “Source Fee Agreement”) (the Xxxxxx Xxxxxxx Fee Agreement, the Merrill Fee Agreement, the Xxxxx Fee Agreement, the BB&T Fee Agreement, the Wedbush Fee Agreement, the Davidson Fee Agreement, the Janney Fee Agreement, the Ladenburg Fee Agreement, the Pershing Fee Agreement, the Hilltop Fee Agreement, the Xxxxxxxxxx Fee Agreement, the Maxim Fee Agreement, the Newbridge Fee Agreement, the Xxxxxxxx Fee Agreement, the Synovus Fee Agreement, the Xxxxxxx Fee Agreement, the National Fee Agreement and the Source Fee Agreement are referred to herein, collectively, as the “Fee Agreements” and the Investment Management Agreement, the Administration Agreement and the Fee Agreements are referred to herein, collectively, as the “Adviser Agreements”)] has been duly authorized, executed and delivered by the Adviser. Each of this Agreement and the Adviser Agreements complies with all applicable provisions of the Acts, the Advisers Act and the applicable Rules and Regulations. Each of the Adviser Agreements is a valid and binding agreement of the Adviser, enforceable in accordance with its terms, except as rights to indemnity and contribution may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Adviser’s obligations thereunder may be limited by bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability. (d) The execution and delivery by the Adviser of, and the performance by the Adviser of its obligations under this Agreement and the Adviser Agreements will not contravene (i) any provision of applicable law or (ii) the certificate of incorporation or by-laws of the Adviser, or (iii) any agreement or other instrument binding upon the Adviser that is material to the Adviser or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Adviser, whether foreign or domestic. No consent, approval, authorization, order or permit of, or qualification with, any governmental body or agency, self-regulatory organization or court or other tribunal, whether foreign or domestic, is required for the performance by the Adviser of its obligations under this Agreement and the Adviser Agreements, except such as have been obtained as required by the Acts, the Advisers Act, the Exchange Act or the applicable Rules and Regulations, or as may be required by the securities or Blue Sky laws of the various states and foreign jurisdictions in connection with the offer and sale of the Shares by the Underwriters pursuant to this Agreement. (e) There are no proceeding legal or investigation governmental proceedings pending or, to the knowledge of the Adviser, threatened that would reasonably be expected to become which the basis for any such ineligibility or disqualification. (c) The Adviser is in compliance a party or to which any of the properties of the Adviser is subject (i) other than proceedings accurately described in all material respects with in the requirements Registration Statement, the Time of all Laws Sale Prospectus and all ordersthe Prospectus and proceedings that would not, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (A) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (B) the failure to comply therewith, either individually or in the aggregate, could have an Adviser Material Adverse Effect, or a material adverse effect on the power or ability of the Adviser to perform its obligations under this Agreement or to consummate the transactions contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and are not reasonably so described; and there are no statutes, regulations, contracts or other documents applicable to the Adviser that are required to be expected described in the Registration Statement, the Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required. (f) The Adviser has all necessary consents, authorizations, approvals, orders (including exemptive orders), certificates and permits of and from, and has made all declarations and filings with, all governmental authorities, self-regulatory organizations and courts and other tribunals, whether foreign or domestic, to own and use its assets and to conduct its business in the manner described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except to the extent that the failure to obtain or file the foregoing would not have a an Adviser Material Adverse Effect with respect to the Fundor a Fund Material Adverse Effect. (dg) The Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus and by this Agreement and the Adviser Agreements. (h) Each Key Employee that of the Investment Management Agreement and Administration Agreement is employed in full force and effect and neither the Fund nor the Adviser 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 holds under such document. (i) All information furnished by the respective positions set forth Adviser for such Key Employee on Schedule IVuse in the Registration Statement, the Time of Sale Prospectus and the Prospectus, including, without limitation, the description of the Adviser, does not, and Schedule IV lists all employees of the Adviser regularly involved in the investment decisions of the Adviser with respect to the Fund as of the date of the Agreement and, when this representation is deemed made on the Closing DateDate will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading (in the Closing Datecase of the Time of Sale Prospectus and Prospectus, in light of the circumstances under which such statement was made). (ej) From the date hereofThere has not occurred any material adverse change, until and including the Closing Date, no event or circumstance has occurred, either individually or in the aggregate, that has had or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or otherwise) or in the prospects, earnings, business, operations or properties of the Adviser from that set forth in the Time of Sale Prospectus, and there have a Material Adverse Effect been no transactions entered into by the Adviser which are material to the Adviser other than those in the ordinary course of its business or as described in the Time of Sale Prospectus. (i) Neither the Adviser nor any of its subsidiaries, affiliates, directors, stockholders, officers or employees, nor, to the Adviser’s knowledge, any agent or representative of the Adviser or of any of its subsidiaries or affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (ii) the Adviser and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Adviser will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of the Adviser and its subsidiaries are and have been conducted at all times in compliance with the 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 or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Adviser, threatened. (i) Neither the Adviser nor any of its subsidiaries, any directors, stockholders, officers or employees thereof, nor, to the Adviser’s knowledge, any agent, affiliate or representative of the Adviser or any of its subsidiaries, is an individual or entity (“Adviser Person”) that is, or is owned or controlled by one or more Adviser Persons that are: (A) the subject of any Sanctions, nor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria). (ii) The Adviser will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Adviser Person: (A) to fund or facilitate any activities or business of or with any Adviser Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Adviser Person (including any Adviser Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) For the past five (5) years, the Adviser and its subsidiaries have not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Adviser Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Representations and Warranties of the Adviser. In order to induce the Capital Protection Provider to enter into this Agreement, the The Adviser represents and warrants to the Underwriters as of the date hereof of this Agreement, as of the Applicable Time and as of the Closing Date Date, and agrees with the Underwriters as follows: (a) There Since the respective dates as of which information is no actiongiven in the Registration Statement, proceeding or investigation pending or, to its knowledge, threatened in writing affecting the Adviser before any court, Governmental Authority or arbitrator which (i) could reasonably be expected to have a Material Adverse Effect with respect to General Disclosure Package and the Fund, (ii) could reasonably be expected to affect the legality, validity or enforceability of any Capital Protection Document or (iii) alleges any impropriety, illegality, or fiduciary breach related to the performance of services by the Adviser to the FundProspectus, except as publicly disclosed and notified by 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 or any of its subsidiaries, 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 Agent before aggregate, to prevent the date hereofAdviser from carrying out its obligations under the Investment Advisory Agreement or under the Administration Agreement (an “Adviser Material Adverse Effect”). (b) The Adviser has been duly organized and is not ineligible or subject validly existing and in good standing under the laws of the State of Delaware and has the power and authority to disqualification pursuant own, lease and operate its properties and to Section 9(a) or 9(b) conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; the Adviser has the corporate power and authority to execute and deliver and perform its obligations under each of the Investment Company Advisory Agreement and the Administration Agreement; and the Adviser and each of its subsidiaries 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 duly registered with the Commission as an investment adviser under the Advisers Act and there is not prohibited by the Advisers Act or the 1940 Act from acting under the Investment Advisory Agreement for other Fidus Entities 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 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. (d) There is no action, suit, claim or proceeding or, to the knowledge of the Adviser or any of its subsidiaries, inquiry or investigation pending before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Adviser, threatened threatened, against or affecting the Adviser which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected, individually or in the aggregate, to result in 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, the Investment Advisory Agreement or the Administration 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 and/or the Prospectus, including ordinary routine litigation incidental to its business, would not reasonably be expected, individually or in the aggregate, to result in an Adviser Material Adverse Effect. (e) None of the Adviser or any of its subsidiaries is (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 party or by which it or any of them may be bound, or to which any of the property or assets 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 aggregate, to result in an Adviser Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser with its obligations hereunder and under the Investment Advisory Agreement and the Administration 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. (f) Each of this Agreement, the Investment Advisory Agreement and the Administration Agreement 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 (including the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”), except such as have been already obtained under the 1933 Act and the 1940 Act or will be obtained by the Closing Date. (h) The descriptions of the Adviser and its business contained in the Registration Statement, the General Disclosure Package, the Prospectus, and any Written Testing-the-Waters Communication and Sales Material do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (i) The Adviser 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 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 Material Adverse Effect. (j) 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 become constitute, the basis for any such ineligibility stabilization or disqualificationmanipulation of the price of the Securities to facilitate the sale or resale of the Securities. (ck) The Adviser maintains data processing, communications and other technology systems sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Adviser has adopted policies and procedures reasonably designed to prevent data breaches and other breaches of applicable privacy laws. (l) The Adviser (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 Advisers Act by the Adviser; (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 all Laws and all ordersthe Advisers Act. (m) The Adviser is not aware that (i) any executive, writskey employee or significant group of employees of any of the Fidus Entities, injunctions and decrees applicable as applicable, plans to it or to its propertiesterminate employment with the respective Fidus Entity, except in such instances in which (A) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (Bii) 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 failure to comply therewith, either individually present or in proposed business activities of the aggregate, could Fidus Entities except where such termination or violation would not reasonably be expected to have a an Adviser Material Adverse Effect with respect to the FundEffect. (d) Each Key Employee that is employed by the Adviser holds the respective positions set forth for such Key Employee on Schedule IV, and Schedule IV lists all employees of the Adviser regularly involved in the investment decisions of the Adviser with respect to the Fund as of the date of the Agreement and, when this representation is deemed made on the Closing Date, the Closing Date. (e) From the date hereof, until and including the Closing Date, no event or circumstance has occurred, either individually or in the aggregate, that has had or that could reasonably be expected to have a Material Adverse Effect with respect to the Adviser.

Representations and Warranties of the Adviser. In order to induce the Capital Protection Provider to enter into this Agreement, the The Adviser represents and warrants as of to the date hereof and Sub-Adviser the Closing Date as followsfollowing: (a) There is no action, proceeding or investigation pending or, to its knowledge, threatened in writing affecting the The Adviser before any court, Governmental Authority or arbitrator which (i) could reasonably is registered as an investment adviser under the Advisers Act and will continue to be expected to have a Material Adverse Effect with respect to the Fund, so registered for so long as this Sub- Advisory Agreement remains in effect; (ii) could reasonably be expected to affect is not prohibited by the legality, validity Act or enforceability of any Capital Protection Document or the Advisers Act from performing the services contemplated by its Investment Advisory Agreement with the Fund; (iii) alleges 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 improprietyviolations that have occurred, illegalityand will provide prompt notice of any material violations relating to the Fund and to the Adviser; (v) has met and will seek to continue to meet for so long as this Sub-Advisory Agreement remains in effect, any other applicable federal or state requirements, or fiduciary breach related the applicable requirements of any regulatory or industry self-regulatory agency; (vi) has the authority to enter into and perform the performance services contemplated by this Sub-Advisory Agreement; and (vii) will promptly notify the Sub-Adviser of services by 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 Fund, except as publicly disclosed and notified by the Adviser to the Agent before the date hereofAct or otherwise. (b) The Adviser is not ineligible or subject to disqualification pursuant to Section 9(a) or 9(b) 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 the Investment Company Act and there is no proceeding or investigation pending or, to the knowledge code of the Adviser, threatened that would reasonably be expected to become the basis for any such ineligibility or disqualificationethics. (c) The Adviser has provided the Sub-Adviser with a copy of its Form ADV Part 2, which as of the date of this Sub-Advisory Agreement is in compliance in all material respects its Form ADV Part 2 as most recently deemed to be filed with the requirements Commission, and promptly will furnish a copy of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (A) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (B) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect with respect amendments thereto to the FundSub-Adviser. (d) Each Key Employee that There is employed 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 holds or any of its principals or affiliates is a party, or to which any of the respective positions set forth for such Key Employee on Schedule IV, and Schedule IV lists all employees assets of the Adviser regularly involved is subject, which reasonably might be expected to (i) result in any material adverse change in the investment decisions Adviser’s condition (financial or otherwise), business or prospects; (ii) affect adversely in any material respect any of the Adviser with respect Adviser’s assets; (iii) materially impair the Adviser’s ability to discharge its obligations under the Advisory Agreement or this Sub-Advisory Agreement; or (iv) result in a matter which would require an amendment to the Fund as Adviser’s Form ADV Part 2; and the Adviser has not received any notice of an investigation by the date of the Agreement andCommission or any state regarding U.S. federal or state securities laws, when this representation is deemed made on the Closing Date, the Closing Dateregulations or rules. (e) From the date hereof, until and including the Closing Date, no event or circumstance has occurred, either individually or All references in the aggregateDisclosure Documents concerning the Adviser and its affiliates and the controlling persons, that has had or that could reasonably be expected to have a Material Adverse Effect with respect affiliates, stockholders, members, directors, officers and employees of any of the foregoing provided to the Sub-Adviser by the Adviser or approved by the Adviser for use in the Disclosure Documents, as well as all performance information provided to the Sub-Adviser by the Adviser or approved by the Adviser for use in the Disclosure Documents, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading. (f) The Adviser has supplied to, or made available for review by, the Sub-Adviser (and if requested by the Adviser to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Adviser’s performance results and which are in the Adviser’s possession or to which it has access. (g) The Adviser has all requisite organizational power and authority under applicable state law and federal securities laws and under the Advisory Agreement with the Fund to execute, deliver and perform this Sub-Advisory Agreement. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.