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

Representations, Warranties and Covenants of the Adviser. The Adviser represents, warrants and covenants to the Sub-Adviser and Company as follows: (a) The Adviser will be registered as an investment adviser under the Advisers Act as of the date the Company commences investment operations and shall maintain such registration during the term of this Agreement. (b) The Adviser is an exempted limited company duly organized and validly existing under the laws of Bermuda with the power to own and possess its assets and carry on its business as it is now being conducted. (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, other than such action or filing as may be required under the 1940 Act or the Advisers Act, other than such action or filing as has been taken or made, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser, in each case that would have a material adverse effect on the financial condition of the Adviser or the Adviser’s ability to perform its obligations under this Agreement. (d) The Form ADV of the Adviser previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC, with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Adviser will promptly upon reasonable written request provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV. (e) The Adviser has duly entered into the Advisory Agreement pursuant to which the Company authorized the Adviser to enter into this Agreement. (f) Except as otherwise provided in Section 3(c), any proposed amendment, waiver or modification of the Advisory Agreement by the Adviser (whether or not economic in nature), the effect of which may adversely affect the Sub-Adviser, shall not be made to the Advisory Agreement without the prior written consent of the Sub-Adviser, which consent should not be unreasonably withheld; provided, that nothing in this Section 5(f) shall be construed to limit the authority of the Board of Trustees or stockholders of the Company to terminate the Advisory Agreement. (g) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a duly authorized officer of the Adviser shall certify to the Sub-Adviser that the Adviser has complied with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter and that there have been no material violations of the Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Sub-Adviser, the Adviser shall permit representatives of the Sub-Adviser to examine the reports (or summaries of the reports) required to be made to the Adviser by Rule 17j-1(c)(1) under the 1940 Act and other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall: (x) be made during normal business hours and with the least amount of interference with the Adviser’s business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Sub-Adviser or the Company, as applicable. For the avoidance of doubt and except as otherwise expressly provided herein, the Sub-Adviser shall not have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Adviser, except as required under this Agreement and by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a non-diversified, closed-end management investment company regulated under the 1940 Act. (h) The Adviser (i) has reviewed the Sub-Adviser's allocation policy and procedures, (ii) understands that investment opportunities will be allocated among the Company and other clients of the Sub-Adviser in accordance with such policy and procedures, and (iii) consents to the Sub-Adviser's use of such policy and procedures in connection with the performance of the Sub-Adviser's duties hereunder. (i) The Adviser shall provide to the Sub-Adviser all information reasonably requested by the Sub-Adviser in order to comply with the provisions hereof, the 1940 Act, the Advisers Act, the CEA and the regulations promulgated thereunder, to the extent applicable at the cost of the Sub-Adviser or the Company, as applicable. (j) The Adviser shall use commercially reasonable efforts to resolve any issue that arises with respect to any domestic or foreign regulatory entity that would reasonably have a material adverse effect on the Company, the Sub-Adviser, this Agreement or the Advisory Agreement, and the Adviser shall provide prompt written notice to the Company and the Sub-Adviser in the event that such an issue shall arise.

Representations, Warranties and Covenants of the Adviser. The Adviser represents, represents and warrants and covenants to the Sub-Adviser and Company as followsDistributor the following: (a1) The Adviser will be registered as an investment adviser under the Advisers Act as of the date the Company commences investment operations and shall maintain such registration during the term of this Agreement. (b) The Adviser is an exempted limited company has been duly organized and is validly existing and in good standing as a limited liability company under the laws of Bermuda the state of Delaware, with full power and authority to own, lease and operate its properties and to conduct its businesses as described in the power to own Registration Statement and possess its assets Prospectus and carry on its business as it is now being conducted. (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers is duly qualified as a foreign corporation to transact business and have been duly authorized by all necessary action and no action by or is in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, other than such action or filing as may be required under the 1940 Act or the Advisers Act, other than such action or filing as has been taken or made, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser, good standing in each case other jurisdiction in which such qualification is required, except to the extent that failure to be so qualified and in good standing would not have a material adverse effect on the financial condition of the Adviser or the Adviser’s ability to perform its obligations as described in the Registration Statement and Prospectus and under this Agreementeach Fund Agreement to which it is a party. (d2) The Form ADV Adviser is duly registered and in good standing with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is not prohibited by the Advisers Act or the 1940 Act, or the rules and regulations under such acts, from acting under each Fund Agreement to which it is a party as contemplated by the Registration Statement and Prospectus. (3) The description of the Adviser previously provided to in the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC, with the exception of Form ADV Part 2B, which is not filed with the SEC, Registration Statement and the information contained therein is accurate and complete Prospectus comply in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Adviser will promptly upon reasonable written request provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV. (e) The Adviser has duly entered into the Advisory Agreement pursuant to which the Company authorized the Adviser to enter into this Agreement. (f) Except as otherwise provided in Section 3(c), any proposed amendment, waiver or modification of the Advisory Agreement by the Adviser (whether or not economic in nature), the effect of which may adversely affect the Sub-Adviser, shall not be made to the Advisory Agreement without the prior written consent of the Sub-Adviser, which consent should not be unreasonably withheld; provided, that nothing in this Section 5(f) shall be construed to limit the authority of the Board of Trustees or stockholders of the Company to terminate the Advisory Agreement. (g) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a duly authorized officer of the Adviser shall certify to the Sub-Adviser that the Adviser has complied with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter and that there have been no material violations of the Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Sub-Adviser, the Adviser shall permit representatives of the Sub-Adviser to examine the reports (or summaries of the reports) required to be made to the Adviser by Rule 17j-1(c)(1) under the 1940 Act and other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall: (x) be made during normal business hours and with the least amount of interference with the Adviser’s business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Sub-Adviser or the Company, as applicable. For the avoidance of doubt and except as otherwise expressly provided herein, the Sub-Adviser shall not have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Adviser, except as required under this Agreement and by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a non-diversified, closed-end management investment company regulated under the 1940 Act. (h) The Adviser (i) has reviewed the Sub-Adviser's allocation policy and procedures, (ii) understands that investment opportunities will be allocated among the Company and other clients of the Sub-Adviser in accordance with such policy and procedures, and (iii) consents to the Sub-Adviser's use of such policy and procedures in connection with the performance of the Sub-Adviser's duties hereunder. (i) The Adviser shall provide to the Sub-Adviser all information reasonably requested by the Sub-Adviser in order to comply with the provisions hereofof the 1933 Act, the 1940 Act, the Advisers Act, the CEA Act and the rules and regulations promulgated thereunder, to the extent applicable at the cost of the Sub-Adviser or the Company, as applicable. (j4) The Adviser shall use commercially reasonable efforts has the financial resources available to resolve it necessary for the performance of its services and obligations as contemplated in the Registration Statement and Prospectus, this Agreement and each Fund Agreement to which it is a party. (5) This Agreement and each Fund Agreement to which the Adviser is a party have been duly authorized, executed and delivered by the Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and binding obligations of the Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and except as rights to indemnification and contribution thereunder may be limited by applicable law; and neither the execution and delivery of this Agreement or any issue that arises Fund Agreement to which the Adviser is a party nor the performance by the Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with respect or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Adviser is a party or by which it is bound, the organizational documents of the Adviser, or to the Adviser’s knowledge, by any domestic law, rule or foreign regulatory entity that regulation applicable to it of any governmental authority having jurisdiction over the Adviser or its properties or operations, except where such breach or default would reasonably not have a material adverse effect on the CompanyAdviser’s ability to perform the services contemplated by this Agreement or any Fund Agreement to which it is a party; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Adviser of the transactions contemplated by this Agreement or any Fund Agreement to which it is a party except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws. (6) Except as disclosed to the Sub-AdviserDistributor, 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 occurred any event which would reasonably be expected to have a material adverse effect on the ability of the Adviser to perform its obligations under any of this Agreement or any Fund Agreement to which it is a party. (7) Except as disclosed to the Advisory AgreementSub-Distributor, there is no 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 or any parent or subsidiary of the Adviser or any partners, trustees, officers or employees of the foregoing, whether or not arising in the ordinary course of business, which would reasonably be expected to result in any material adverse change in the condition, financial or otherwise, of the Adviser, to materially and adversely affect the properties or assets of the Adviser or to materially impair or adversely affect the ability of the Adviser to function as an investment adviser or perform its obligations under any Fund Agreement to which it is a party, or which is required to be disclosed in the Registration Statement or the Prospectus (and has not been so disclosed). (8) The Adviser is not in violation of its organizational documents or in default under any agreement, indenture or instrument, where such violation or default would reasonably be expected to have a material adverse effect on the ability of the Adviser to perform its obligations under any Fund Agreement to which it is a party. (9) The operations of the Adviser and its subsidiaries are and have been conducted at all times in material compliance with applicable Money Laundering Laws. (10) Neither the Adviser nor, to the knowledge of the Adviser, any director, officer, agent, employee or affiliate of the Adviser is currently subject to any U.S. sanctions administered by OFAC; and the Adviser shall will not cause the Fund will not directly or indirectly use the proceeds of the offering contemplated by this Agreement, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. (11) The Adviser maintains a system of internal controls sufficient to provide prompt written notice reasonable assurance that transactions effectuated by it under any Fund Agreement to which it is a party are executed in accordance with its management’s general or specific authorization; and access to the Company Fund’s assets is permitted only in accordance with its management’s general or specific authorization. (12) The Adviser has adopted, implemented and complied in all material respects with written policies and procedures under Rule 206(4)-7 under the Sub-Advisers Act reasonably designed to prevent violations of the Advisers Act by the Adviser in the event that such an issue shall ariseand its supervised persons.

Representations, Warranties and Covenants of the Adviser. The Adviser represents, warrants and covenants to the Sub-Adviser Adviser, Main Street and Company the BDC as follows: (a) The Adviser will shall be registered as an investment adviser under the Advisers Act as of the date the Company commences investment operations Registration Statement is declared effective and covenants that it shall maintain such registration during until the term expiration or earlier termination of this Agreement. (b) The Adviser is an exempted a limited company partnership duly organized and validly existing under the laws of Bermuda the State of Texas with the power to own and possess its assets and carry on its business as it is now being conducted. (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, other than such action or the filing of a Form ADV with the SEC in connection with the Adviser’s registration as may be required an investment adviser under the 1940 Advisers Act or (which Form ADV will be filed by the Advisers Act, other Adviser with the SEC no later than such action or filing as has been taken or made, forty-five (45) days prior to the expected effective date of the Registration Statement) and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, other than the requirement that the Adviser be registered as an investment adviser under the Advisers Act in connection with its provision of investment advisory services to the BDC, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser, in each case that would have a material adverse effect on the financial condition of the Adviser or the Adviser’s ability to perform its obligations under this Agreement. (d) The Form ADV of the Adviser previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC, with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Adviser will promptly upon reasonable written request provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV. (e) The Adviser has BDC have duly entered into the Advisory Agreement pursuant to which the Company BDC authorized the Adviser to enter into this Agreement. (f) Except as otherwise provided in Section 3(c), any proposed amendment, waiver or modification of the Advisory Agreement by the Adviser (whether or not economic in nature), the effect of which may adversely affect the Sub-Adviser, shall not be made to the Advisory Agreement without the prior written consent of the Sub-Adviser, which consent should not be unreasonably withheld; provided, that nothing in this Section 5(f) shall be construed to limit the authority of the Board of Trustees or stockholders of the Company to terminate the Advisory Agreement. (ge) The Adviser has adopted shall comply with all requirements applicable to the investment adviser of a written code of ethics complying with business development company like the requirements of Rule 17j-1 BDC under the 1940 Advisers Act and will provide the Sub-Adviser with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a duly authorized officer of the Adviser shall certify to the Sub-Adviser that the Adviser has complied with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter and that there have been no material violations of the Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Sub-Adviser, the Adviser shall permit representatives of the Sub-Adviser to examine the reports (or summaries of the reports) required to be made to the Adviser by Rule 17j-1(c)(1) under the 1940 Act and other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall: (x) be made during normal business hours and with the least amount of interference with the Adviser’s business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Sub-Adviser or the Company, as applicable. For the avoidance of doubt and except as otherwise expressly provided herein, the Sub-Adviser shall not have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Adviser, except as required under this Agreement and by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a non-diversified, closed-end management investment company regulated under the 1940 Act. (h) The Adviser (i) has reviewed the Sub-Adviser's allocation policy and procedures, (ii) understands that investment opportunities will be allocated among the Company and other clients of the Sub-Adviser in accordance with such policy and procedures, and (iii) consents to the Sub-Adviser's use of such policy and procedures in connection with the performance of the Sub-Adviser's duties hereunder. (i) The Adviser shall provide to the Sub-Adviser all information reasonably requested by the Sub-Adviser in order to comply with the provisions hereof, the 1940 Act, the Advisers Act, the CEA and the regulations promulgated thereunder, to the extent applicable at the cost of the Sub-Adviser or the Company, as applicable. (j) The Adviser shall use commercially reasonable efforts to resolve any issue that arises with respect to any domestic or foreign regulatory entity that would reasonably have a material adverse effect on the Company, the Sub-Adviser, this Agreement or the Advisory Agreement, and the Adviser shall provide prompt written notice to the Company and the Sub-Adviser in the event that such an issue shall arise.

Representations, Warranties and Covenants of the Adviser. The Adviser represents, warrants and covenants to the Sub-Adviser and Company as follows: (a) The Adviser will be registered as an investment adviser under the Advisers Act as of the date the Company commences investment operations and shall maintain such registration during the term of this Agreement. (b) The Adviser is an exempted a limited company duly organized and validly existing under the laws of Bermuda the Bailiwick of Jersey with the power to own and possess its assets and carry on its business as it is now being conducted. (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, other than such action or filing as may be required under the 1940 Act or the Advisers Act, other than such action or filing as has been taken or made, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser, in each case that would have a material adverse effect on the financial condition of the Adviser or the Adviser’s ability to perform its obligations under this Agreement. (d) The Form ADV of the Adviser previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC, with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Adviser will promptly upon reasonable written request provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV. (e) The Adviser has duly entered into the Advisory Agreement pursuant to which the Company authorized the Adviser to enter into this Agreement. (f) Except as otherwise provided in Section 3(c), any proposed amendment, waiver or modification of the Advisory Agreement by the Adviser (whether or not economic in nature), the effect of which may adversely affect the Sub-Adviser, shall not be made to the Advisory Agreement without the prior written consent of the Sub-Adviser, which consent should not be unreasonably withheld; provided, that nothing in this Section 5(f) shall be construed to limit the authority of the Board of Trustees or stockholders of the Company to terminate the Advisory Agreement. (g) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a duly authorized officer of the Adviser shall certify to the Sub-Adviser that the Adviser has complied with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter and that there have been no material violations of the Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Sub-Adviser, the Adviser shall permit representatives of the Sub-Adviser to examine the reports (or summaries of the reports) required to be made to the Adviser by Rule 17j-1(c)(1) under the 1940 Act and other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall: (x) be made during normal business hours and with the least amount of interference with the Adviser’s business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Sub-Adviser or the Company, as applicable. For the avoidance of doubt and except as otherwise expressly provided herein, the Sub-Adviser shall not have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Adviser, except as required under this Agreement and by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a non-diversified, closed-end management investment business development company regulated under the 1940 Act. (h) The Adviser (i) has reviewed the Sub-Adviser's allocation policy and procedures, (ii) understands that investment opportunities will be allocated among the Company and other clients of the Sub-Adviser in accordance with such policy and procedures, and (iii) consents to the Sub-Adviser's use of such policy and procedures in connection with the performance of the Sub-Adviser's duties hereunder. (i) The Adviser shall provide to the Sub-Adviser all information reasonably requested by the Sub-Adviser in order to comply with the provisions hereof, the 1940 Act, the Advisers Act, the CEA and the regulations promulgated thereunder, to the extent applicable at the cost of the Sub-Adviser or the Company, as applicable. (j) The Adviser shall use commercially reasonable efforts to resolve any issue that arises with respect to any domestic or foreign regulatory entity the Jersey Financial Services Commission that would reasonably have a material adverse effect on the Company, the Sub-Adviser, this Agreement or the Advisory Agreement, and the Adviser shall provide prompt written notice to the Company and the Sub-Adviser in the event that such an issue shall arise.

Representations, Warranties and Covenants of the Adviser. The Adviser represents, warrants and covenants to the Sub-Adviser and Company the BDC (as applicable) as follows: (a) a. The Adviser will be is registered as an investment adviser under the Advisers Act as of the date the Company commences investment operations and shall maintain such registration during the term of this Agreement.registration; (b) b. The Adviser is an exempted a limited liability company duly organized and validly existing under the laws of Bermuda the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted.duties and obligations hereunder; (c) c. The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, other than such action or filing as may be required under the 1940 Act or the Advisers Act, other than such action or filing as has been taken or made, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser, in each case that would have a material adverse effect on the financial condition of the Adviser or the Adviser’s ability to perform its obligations under this Agreement.; (d) d. The Form ADV of the Adviser previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC, with the exception of Form ADV Part 2B, which is not filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Adviser will promptly upon reasonable written request provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV.; (e) e. The Adviser has duly entered into the Advisory Agreement pursuant to which the Company authorized the Adviser to enter into and this Agreement.; (f) Except as otherwise provided in Section 3(c), any proposed amendment, waiver or modification of the Advisory Agreement by the Adviser (whether or not economic in nature), the effect of which may adversely affect the Sub-Adviser, shall not be made to the Advisory Agreement without the prior written consent of the Sub-Adviser, which consent should not be unreasonably withheld; provided, that nothing in this Section 5(f) shall be construed to limit the authority of the Board of Trustees or stockholders of the Company to terminate the Advisory Agreement. (g) f. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under 204A-1 of the 1940 Advisers Act and will provide the Sub-Adviser with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a duly authorized officer of the Adviser shall certify to the Sub-Adviser that the Adviser has complied ; and g. In connection with the requirements of Rule 17j-1 services provided under the 1940 Act during the previous quarter and that there have been no material violations of the Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Sub-AdviserAdvisory Agreement, the Adviser shall permit representatives of the Sub-Adviser to examine the reports (or summaries of the reports) required to be made comply with all requirements applicable to the Adviser by Rule 17j-1(c)(1) under investment adviser of a business development company like the 1940 BDC, including the Advisers Act and other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall: (x) be made during normal business hours and with the least amount of interference with the Adviser’s business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Sub-Adviser or the Company, as applicable. For the avoidance of doubt and except as otherwise expressly provided herein, the Sub-Adviser shall not have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Adviser, except as required under this Agreement and by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a non-diversified, closed-end management investment company regulated under the 1940 Act. (h) The Adviser (i) has reviewed the Sub-Adviser's allocation policy and procedures, (ii) understands that investment opportunities will be allocated among the Company and other clients of the Sub-Adviser in accordance with such policy and procedures, and (iii) consents to the Sub-Adviser's use of such policy and procedures in connection with the performance of the Sub-Adviser's duties hereunder. (i) The Adviser shall provide to the Sub-Adviser all information reasonably requested by the Sub-Adviser in order to comply with the provisions hereof, the 1940 Act, the Advisers Act, the CEA and the regulations promulgated thereunder, to the extent applicable at the cost of the Sub-Adviser or the Company, as applicablein all material respects. (j) The Adviser shall use commercially reasonable efforts to resolve any issue that arises with respect to any domestic or foreign regulatory entity that would reasonably have a material adverse effect on the Company, the Sub-Adviser, this Agreement or the Advisory Agreement, and the Adviser shall provide prompt written notice to the Company and the Sub-Adviser in the event that such an issue shall arise.

Representations, Warranties and Covenants of the Adviser. The Adviser representsrepresents and warrants to, warrants and covenants to with, the Sub-Adviser and Company Fund as follows: (a) The Adviser will be is registered as an investment adviser under the Advisers Act as of the date the Company commences investment operations Effective Date and shall maintain such registration during the term of so long as this Agreement.Agreement remains in effect; (b) The Adviser is an exempted a limited liability company duly organized and validly existing under the laws of Bermuda the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted.; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, other than such action or filing as may be required under the 1940 Act or the Advisers Act, other than such action or filing as has been taken or made, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser, in each case that would have a material adverse effect on the financial condition of the Adviser or the Adviser’s ability to perform its obligations under this Agreement.; (d) The Adviser has provided the Board with a complete copy of its Form ADV, including Part 2A for the Institutional Cash Management Program, and will make available electronically to the Board any updated or amended version of its Form ADV promptly upon making any material changes to the Form ADV (Adviser’s Form ADV Part 2A and 2B are available at wxx.xxxxxxxxxxxxx.xxx/XXX. Adviser’s Form ADV Part 1A is available on the SEC’s website at hxxxx://xxx.xxxxxxxxxxx.xxx.xxx/); (e) The Adviser will maintain a written code of ethics (the Adviser previously “Code of Ethics”) that complies with the requirements of Rule 17j-1 under the 1940 Act (“Rule 17j-1”), a copy of which will be provided to the Sub-Fund, and will institute procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser is will follow such Code of Ethics in performing its services under this Agreement. The Adviser also will certify quarterly to the Fund that it and its “Advisory Persons” (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Adviser has done to seek to ensure such compliance in the future. Annually, the Adviser will furnish a true written report, which complies with the requirements of Rule 17j-1 and complete copy Rule 206(4)-7 of the form Advisers Act, concerning the Code of Ethics and compliance program, respectively, to the Fund. The Adviser shall notify the Fund promptly of any material violation of the Code of Ethics involving the Fund. The Adviser will provide such additional information regarding violations of the Code of Ethics affecting the Fund as currently the Chief Compliance Officer of the Fund may reasonably request in order to assess the functioning of the Code of Ethics or any harm caused to the Fund from such a violation of the Code of Ethics. Further, the Adviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Adviser and its employees; (f) The Adviser will provide the Fund with such information as necessary to ensure solely with respect to information relating to the Adviser: (A) the Fund’s registration statement on Form N-2, to be filed with the SEC, with the exception will not contain any untrue statement of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all a material respects and does not fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements madetherein not misleading, and (B) the Fund’s prospectus, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Adviser will promptly upon reasonable written request provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV. (e) The Adviser has duly entered into the Advisory Agreement pursuant to which the Company authorized the Adviser to enter into this Agreement. (f) Except as otherwise provided in Section 3(c), any proposed amendment, waiver or modification of the Advisory Agreement by the Adviser (whether or not economic in nature), the effect of which may adversely affect the Sub-Adviser, shall not be made to the Advisory Agreement without the prior written consent of the Sub-Adviser, which consent should not be unreasonably withheld; provided, that nothing in this Section 5(f) shall be construed to limit the authority of the Board of Trustees or stockholders of the Company to terminate the Advisory Agreement.; (g) The Adviser has adopted a written code shall comply in all material respects with all applicable provisions of ethics complying with the requirements of Rule 17j-1 under U.S. federal securities laws, including the 1940 Act and will provide the Sub-Adviser with a copy of that code, together with evidence of its adoption. Within 20 days Advisers Act and other applicable rules and regulations of the end of each calendar quarter during which SEC and, in addition, will conduct its activities under this Agreement remains in effect, accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Adviser shall notify the Board of a duly authorized officer change in control of the Adviser shall certify within a reasonable time in advance of such change. The Adviser will also fully cooperate with the Fund in any regulatory investigation, examination, or inspection of the Fund or of the Adviser with respect to the Sub-Adviser that the Adviser has complied with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter and that there have been no material violations of the Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Sub-Adviser, the Adviser shall permit representatives of the Sub-Adviser to examine the reports (Fund or summaries of the reports) required to be made relating to the Adviser by Rule 17j-1(c)(1) under provision of services to the 1940 Act and other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall: (x) be made during normal business hours and with the least amount of interference with the Adviser’s business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Sub-Adviser or the Company, as applicable. For the avoidance of doubt and except as otherwise expressly provided herein, the Sub-Adviser shall not have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Adviser, except as required Fund under this Agreement and by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a non-diversified, closed-end management investment company regulated under the 1940 Act.Agreement; (h) The Adviser (i) has reviewed will exercise its best judgment, use reasonable care and act in good faith and act in a manner consistent with applicable federal and state laws and regulations in rendering the Sub-Adviser's allocation services it agrees to provide under the Agreement. The Adviser shall maintain a policy and procedures, (ii) understands that practice of conducting its investment opportunities will be allocated among the Company and other clients advisory services hereunder independently of the Sub-commercial banking operations of its affiliates. When the Adviser in accordance with such policy and proceduresmakes investment recommendations for the Allocated Assets, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Allocated Assets are customers of the commercial department of its affiliates, except as otherwise required by applicable law, rules, and (iii) consents to the Sub-Adviser's use of such policy regulations and procedures in connection with the performance of the Sub-Adviser's duties hereunder.firm policies; (i) The Adviser shall has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act and has adopted written policies and procedures reasonably designed to prevent violations of the Advisers Act The Adviser will timely provide to the Sub-Adviser all information Fund an annual certification from the Adviser’s Chief Compliance Officer with respect to the design and operation of the Adviser’s compliance program, in a format reasonably requested by the Sub-Adviser in order to comply with the provisions hereof, the 1940 Act, the Advisers Act, the CEA and the regulations promulgated thereunder, to the extent applicable at the cost of the Sub-Adviser or the Company, as applicable.Fund; (j) The Adviser shall use commercially reasonable efforts to resolve will promptly notify the Fund of the occurrence of any issue that arises with respect to any domestic or foreign regulatory entity event that would reasonably have a material adverse effect on the Company, the Sub-Adviser, this Agreement or the Advisory Agreement, and disqualify the Adviser shall provide prompt written notice from serving as an investment adviser to the Company Fund pursuant to Section 9(a) of the 1940 Act; and (k) The Adviser shall maintain business continuity, disaster recovery and backup capabilities and facilities intended to allow the Sub-Adviser in the event that such an issue shall ariseto perform its obligations hereunder with minimal disruption or delays.

Representations, Warranties and Covenants of the Adviser. The Adviser represents, warrants and covenants to the Sub-Adviser and Company the BDC as follows: (a) The Adviser will shall be registered as an investment adviser under the Advisers Act as of the date the Company commences investment operations Registration Statement is declared effective and covenants that it shall maintain such registration during until the term expiration or earlier termination of this Agreement. (b) The Adviser is an exempted a limited company partnership duly organized and validly existing under the laws of Bermuda the State of Texas with the power to own and possess its assets and carry on its business as it is now being conducted. (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, other than such action or the filing of a Form ADV with the SEC in connection with the Adviser’s registration as may be required an investment adviser under the 1940 Advisers Act or (which Form ADV will be filed by the Advisers Act, other Adviser with the SEC no later than such action or filing as has been taken or made, forty-five (45) days prior to the expected effective date of the Registration Statement) and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, other than the requirement that the Adviser be registered as an investment adviser under the Advisers Act in connection with its provision of investment advisory services to the BDC, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser, in each case that would have a material adverse effect on the financial condition of the Adviser or the Adviser’s ability to perform its obligations under this Agreement. (d) The Form ADV of the Adviser previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC, with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Adviser will promptly upon reasonable written request provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV. (e) The Adviser has BDC have duly entered into the Advisory Agreement pursuant to which the Company BDC authorized the Adviser to enter into this Agreement. (f) Except as otherwise provided in Section 3(c), any proposed amendment, waiver or modification of the Advisory Agreement by the Adviser (whether or not economic in nature), the effect of which may adversely affect the Sub-Adviser, shall not be made to the Advisory Agreement without the prior written consent of the Sub-Adviser, which consent should not be unreasonably withheld; provided, that nothing in this Section 5(f) shall be construed to limit the authority of the Board of Trustees or stockholders of the Company to terminate the Advisory Agreement. (ge) The Adviser has adopted shall comply with all requirements applicable to the investment adviser of a written code of ethics complying with business development company like the requirements of Rule 17j-1 BDC under the 1940 Advisers Act and will provide the Sub-Adviser with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a duly authorized officer of the Adviser shall certify to the Sub-Adviser that the Adviser has complied with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter and that there have been no material violations of the Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Sub-Adviser, the Adviser shall permit representatives of the Sub-Adviser to examine the reports (or summaries of the reports) required to be made to the Adviser by Rule 17j-1(c)(1) under the 1940 Act and other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall: (x) be made during normal business hours and with the least amount of interference with the Adviser’s business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Sub-Adviser or the Company, as applicable. For the avoidance of doubt and except as otherwise expressly provided herein, the Sub-Adviser shall not have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Adviser, except as required under this Agreement and by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a non-diversified, closed-end management investment company regulated under the 1940 Act. (h) The Adviser (i) has reviewed the Sub-Adviser's allocation policy and procedures, (ii) understands that investment opportunities will be allocated among the Company and other clients of the Sub-Adviser in accordance with such policy and procedures, and (iii) consents to the Sub-Adviser's use of such policy and procedures in connection with the performance of the Sub-Adviser's duties hereunder. (i) The Adviser shall provide to the Sub-Adviser all information reasonably requested by the Sub-Adviser in order to comply with the provisions hereof, the 1940 Act, the Advisers Act, the CEA and the regulations promulgated thereunder, to the extent applicable at the cost of the Sub-Adviser or the Company, as applicable. (j) The Adviser shall use commercially reasonable efforts to resolve any issue that arises with respect to any domestic or foreign regulatory entity that would reasonably have a material adverse effect on the Company, the Sub-Adviser, this Agreement or the Advisory Agreement, and the Adviser shall provide prompt written notice to the Company and the Sub-Adviser in the event that such an issue shall arise.

Representations, Warranties and Covenants of the Adviser. The Adviser represents, warrants and covenants to the Sub-Adviser and Company Fund as follows: (a) The Adviser will be registered as an investment adviser under the Advisers Act as of the date the Company Fund commences investment operations and shall maintain such registration during the term of this Agreement.; (b) The Adviser is an exempted a limited liability company duly organized and validly existing under the laws of Bermuda the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted.duties and obligations hereunder; (c) The retention of Sub-Adviser by Adviser as contemplated by this Agreement is authorized by the respective governing documents of the Fund and Adviser; (d) The Advisory Agreement and this agreement have each been duly adopted in accordance with Section 15 of the 1940 Act; (e) The execution, delivery and performance by the Adviser of each of this Agreement are within and the Adviser’s powers Advisory Agreement does not violate any obligation by which the Fund or Adviser or their respective property is bound, whether arising by contract, operation of law or otherwise; (f) Each of this Agreement and have the Advisory Agreement has been duly authorized by all necessary appropriate action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Fund and Adviser for and when executed and delivered by Adviser will be a legal, valid and binding obligation of the executionFund and Adviser, delivery enforceable against the Fund and performance Adviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (g) Adviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (h) Adviser will promptly notify Sub-Adviser of this Agreement, other than such action or filing the occurrence of any event that would disqualify Adviser from serving as may be required under investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or the Advisers Act, other than such action or filing as has been taken or made, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under otherwise; (i) The Fund’s shares are (or will be prior to commencing operations) registered under the 1933 Act and under any provision applicable state securities laws, and, prior to commencement of applicable lawoperations, rule or regulation, (ii) the AdviserFund’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon Registration Statement shall be in effect pursuant to the Adviser, in each case that would have a material adverse effect on the financial condition requirements of the Adviser or the Adviser’s ability to perform its obligations under this Agreement.1940 Act; (dj) The Form ADV of the Adviser previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC, with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Adviser will promptly upon reasonable written request provide the Sub-Adviser (which may be by way of posting to a datasite and providing notification to the Sub-Adviser) with a complete copy of all subsequent amendments to its Form ADV.; (ek) The There are no material arrangements (contractual or otherwise) with respect to the relationship between the Adviser has duly entered into and the Fund other than those set forth in the Advisory Agreement pursuant to which the Company authorized the Adviser to enter into this Agreement. (f) and Registration Statement. Except as otherwise provided in Section 3(c)3, any proposed amendment, waiver or modification of the Advisory Agreement by the Adviser or the creation of any arrangements noted above (whether or not economic in nature), the effect of which may adversely affect the Sub-Adviser, shall not be made to the Advisory Agreement without the prior written consent of the Sub-Adviser, which consent should not be unreasonably withheld; provided, that nothing in this Section 5(f) shall be construed to limit the authority of the Board of Trustees or stockholders of the Company to terminate the Advisory Agreement.; (gl) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of that code, together with evidence of its adoption. Within 20 twenty (20) days of the end of each calendar quarter during which this Agreement remains in effect, a duly authorized officer of the Adviser shall certify to the Sub-Adviser that the Adviser has complied with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter and that there have been no material violations of the Adviser’s 's code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon the written and reasonable request of the Sub-Adviser, the Adviser shall permit representatives of the Sub-Adviser to examine the reports reporting obligations (or summaries of the reportsthereof) required to be made to the Adviser by Rule 17j-1(c)(1) under the 1940 Act and other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall: (x) be made during normal business hours and with the least amount of interference with the Adviser’s 's business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Sub-Adviser or the CompanyFund, as applicable. For the avoidance of doubt and except as otherwise expressly provided hereinin the immediately preceding sentence, the Sub-Adviser shall not have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Adviser, except as required under this Agreement and by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a non-diversified, closed-end management investment company regulated under the 1940 Act.; (hm) The Adviser (i) has reviewed the Sub-Adviser's allocation policy and procedures, (ii) understands that investment opportunities will be allocated among the Company and other clients of the Sub-Adviser in accordance with such policy and procedures, and (iii) consents to the Sub-Adviser's use of such policy and procedures in In connection with the performance services provided under the Advisory Agreement and with the operation of the Sub-Adviser's duties hereunder. (i) Fund, the Adviser shall comply with all applicable laws and regulations, including with applicable requirements under the Advisers Act and the 1940 Act, in all material respects. The Adviser shall provide to the Sub-Adviser all information reasonably requested by the Sub-Adviser in order to comply with the provisions hereof, the 1940 Act, the Advisers Act, the CEA and the regulations promulgated thereunder, to the extent applicable at the cost of the Sub-Adviser or the Company, as applicable.; and (jn) The Adviser shall use commercially reasonable efforts to resolve any issue that arises with respect to any domestic or foreign regulatory entity that would reasonably have a material adverse effect on has reviewed the Company, registration requirements of the Sub-Adviser, this Agreement or the Advisory Agreement, CEA and the rules thereunder and is not required to register as a commodity pool operator because any pools operated by the Adviser shall provide prompt written notice to meet the Company and requirements for relief under Rule 4.5 under the Sub-CEA. The Adviser in is also exempt from CFTC registration requirements as a commodity trading Adviser because it qualifies for the event that such an issue shall ariserelief available under CEA Section 4(m)(1).

Representations, Warranties and Covenants of the Adviser. The Adviser representsrepresents and warrants to, warrants and covenants to with, the Sub-Adviser and Company Fund as follows: (a) The Adviser will be is registered as an investment adviser under the Advisers Act as of the date the Company commences investment operations Effective Date and shall maintain such registration during the term of so long as this Agreement.Agreement remains in effect; (b) The Adviser is an exempted a limited liability company duly organized and validly existing under the laws of Bermuda the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted.; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, other than such action or filing as may be required under the 1940 Act or the Advisers Act, other than such action or filing as has been taken or made, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser, in each case that would have a material adverse effect on the financial condition of the Adviser or the Adviser’s ability to perform its obligations under this Agreement.; (d) The Adviser has provided the Board with a complete copy of its Form ADV, including Part 2A for the Institutional Cash Management Program, and will make available electronically to the Board any updated or amended version of its Form ADV promptly upon making any material changes to the Form ADV (Adviser’s Form ADV Part 2A and 2B are available at xxx.xxxxxxxxxxxxx.xxx/XXX. Adviser’s Form ADV Part 1A is available on the SEC’s website at xxxxx://xxx.xxxxxxxxxxx.xxx.xxx/); (e) The Adviser will maintain a written code of ethics (the Adviser previously “Code of Ethics”) that complies with the requirements of Rule 17j-1 under the 1940 Act (“Rule 17j-1”), a copy of which will be provided to the Sub-Fund, and will institute procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser is will follow such Code of Ethics in performing its services under this Agreement. The Adviser also will certify quarterly to the Fund that it and its “Advisory Persons” (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Adviser has done to seek to ensure such compliance in the future. Annually, the Adviser will furnish a true written report, which complies with the requirements of Rule 17j-1 and complete copy Rule 206(4)-7 of the form Advisers Act, concerning the Code of Ethics and compliance program, respectively, to the Fund. The Adviser shall notify the Fund promptly of any material violation of the Code of Ethics involving the Fund. The Adviser will provide such additional information regarding violations of the Code of Ethics affecting the Fund as currently the Chief Compliance Officer of the Fund may reasonably request in order to assess the functioning of the Code of Ethics or any harm caused to the Fund from such a violation of the Code of Ethics. Further, the Adviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Adviser and its employees; (f) The Adviser will provide the Fund with such information as necessary to ensure solely with respect to information relating to the Adviser: (A) the Fund’s registration statement on Form N-2, to be filed with the SEC, with the exception will not contain any untrue statement of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all a material respects and does not fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements madetherein not misleading, and (B) the Fund’s prospectus, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Adviser will promptly upon reasonable written request provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV. (e) The Adviser has duly entered into the Advisory Agreement pursuant to which the Company authorized the Adviser to enter into this Agreement. (f) Except as otherwise provided in Section 3(c), any proposed amendment, waiver or modification of the Advisory Agreement by the Adviser (whether or not economic in nature), the effect of which may adversely affect the Sub-Adviser, shall not be made to the Advisory Agreement without the prior written consent of the Sub-Adviser, which consent should not be unreasonably withheld; provided, that nothing in this Section 5(f) shall be construed to limit the authority of the Board of Trustees or stockholders of the Company to terminate the Advisory Agreement.; (g) The Adviser has adopted a written code shall comply in all material respects with all applicable provisions of ethics complying with the requirements of Rule 17j-1 under U.S. federal securities laws, including the 1940 Act and will provide the Sub-Adviser with a copy of that code, together with evidence of its adoption. Within 20 days Advisers Act and other applicable rules and regulations of the end of each calendar quarter during which SEC and, in addition, will conduct its activities under this Agreement remains in effect, accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Adviser shall notify the Board of a duly authorized officer change in control of the Adviser shall certify within a reasonable time in advance of such change. The Adviser will also fully cooperate with the Fund in any regulatory investigation, examination, or inspection of the Fund or of the Adviser with respect to the Sub-Adviser that the Adviser has complied with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter and that there have been no material violations of the Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Sub-Adviser, the Adviser shall permit representatives of the Sub-Adviser to examine the reports (Fund or summaries of the reports) required to be made relating to the Adviser by Rule 17j-1(c)(1) under provision of services to the 1940 Act and other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall: (x) be made during normal business hours and with the least amount of interference with the Adviser’s business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Sub-Adviser or the Company, as applicable. For the avoidance of doubt and except as otherwise expressly provided herein, the Sub-Adviser shall not have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Adviser, except as required Fund under this Agreement and by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a non-diversified, closed-end management investment company regulated under the 1940 Act.Agreement; (h) The Adviser (i) has reviewed will exercise its best judgment, use reasonable care and act in good faith and act in a manner consistent with applicable federal and state laws and regulations in rendering the Sub-Adviser's allocation services it agrees to provide under the Agreement. The Adviser shall maintain a policy and procedures, (ii) understands that practice of conducting its investment opportunities will be allocated among the Company and other clients advisory services hereunder independently of the Sub-commercial banking operations of its affiliates. When the Adviser in accordance with such policy and proceduresmakes investment recommendations for the Allocated Assets, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Allocated Assets are customers of the commercial department of its affiliates, except as otherwise required by applicable law, rules, and (iii) consents to the Sub-Adviser's use of such policy regulations and procedures in connection with the performance of the Sub-Adviser's duties hereunder.firm policies; (i) The Adviser shall has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act and has adopted written policies and procedures reasonably designed to prevent violations of the Advisers Act The Adviser will timely provide to the Sub-Adviser all information Fund an annual certification from the Adviser’s Chief Compliance Officer with respect to the design and operation of the Adviser’s compliance program, in a format reasonably requested by the Sub-Adviser in order to comply with the provisions hereof, the 1940 Act, the Advisers Act, the CEA and the regulations promulgated thereunder, to the extent applicable at the cost of the Sub-Adviser or the Company, as applicable.Fund; (j) The Adviser shall use commercially reasonable efforts to resolve will promptly notify the Fund of the occurrence of any issue that arises with respect to any domestic or foreign regulatory entity event that would reasonably have a material adverse effect on the Company, the Sub-Adviser, this Agreement or the Advisory Agreement, and disqualify the Adviser shall provide prompt written notice from serving as an investment adviser to the Company Fund pursuant to Section 9(a) of the 1940 Act; and (k) The Adviser shall maintain business continuity, disaster recovery and backup capabilities and facilities intended to allow the Sub-Adviser in the event that such an issue shall ariseto perform its obligations hereunder with minimal disruption or delays.