Common use of Services to be Performed Clause in Contracts

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”), and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and the Board and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board on a regular basis at reasonable times the management of the Funds, including, without limitation, review of the general investment strategies of the Funds, the performance of the Funds in relation to standard industry indices and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Manager; (d) will prepare such books and records with respect to each Fund’s securities transactions as requested by Manager and will furnish Manager and the Board such periodic and special reports as Manager or the Board may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees of the Trust (as reasonably requested) and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Funds, including, without limitation, review of the general investment strategies of the Funds, the performance of the Funds in relation to standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager; (d) will prepare such books and records with respect to each the Fund’s securities transactions as required by law, the Fund’s compliance policies and procedures or as reasonably requested by the Manager and will furnish Manager and the Trust’s Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the FundsFund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Funds, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviserthe Funds. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s the Funds’ investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fundthe Funds. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund the Funds and to consult with each other regarding the investment affairs of each Fundthe Funds. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fundthe Funds, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund the Funds to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund the Funds in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund the Funds would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees of the Trust (as reasonably requested) and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Funds, including, without limitation, review of the general investment strategies of the Funds, the performance of the Funds in relation to standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager; (d) will prepare such books and records with respect to each Fund’s the Funds’ securities transactions as required by law, the Funds’ compliance policies and procedures or as reasonably requested by the Manager and will furnish Manager and the Trust’s Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”)Trustees, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, vote proxies for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust’s Declaration of Trust Documentsand By-laws, each the Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Trust’s Board of Trustees with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a the Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and the Trust’s Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund in relation to standard industry indices and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Manager; (d) will prepare such books and records with respect to each the Fund’s securities transactions as requested by Manager and will furnish Manager and the Trust’s Board of Trustees such periodic and special reports as Manager or the Board of Trustees may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the FundsFund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds Fund and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each the Fund’s 's investment portfolio allocated by Manager to the Sub-Adviser, all on behalf of the Fund and as described in the investment policy section of the Fund's initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, as such policies described therein may subsequently be changed by the Fund's Board of Trustees and publicly described. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s investments's investments in convertible securities (and other assets in which the Sub-Adviser is authorized to invest), and will comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees of the Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund with respect to convertible securities (and other assets in which the Sub-Adviser is authorized to invest), the performance of the Funds Fund's investment portfolio allocated to the Sub-Adviser in relation to relevant standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;; and (d) will prepare such books and records with respect to each the Fund’s 's securities transactions for the Fund's investment portfolio allocated to the Sub-Adviser as requested by the Manager and will furnish Manager and the Fund's Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, Sub-Adviser will act as sub-adviser for, and to manage the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated 's registration statement on Form N-2 (File No. 333-113978) as declared effective by Manager the Securities and Exchange Commission and as the same may be amended from time to Sub-Advisertime. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s investments's investments in senior loans (and other assets in which the Sub-Adviser is authorized to invest), and will comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or Manager to Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund, as such objectives, policies and restrictions may be subsequently changed by the Fund's Board of Trustees and communicated by the Fund or Manager to Sub-Adviser in writing. The Fund or Manager will provide Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers brokers, dealers or dealers banks that will execute the purchases and sales of portfolio securities for each the Fund, 's assets on behalf of the Fund upon such instructions as may be given or authorized by Sub-Adviser and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Notwithstanding the foregoing, in placing orders for corporate loans, which are generally privately negotiated principal transactions, Sub-Adviser may select the agent bank or selling party, in its discretion, in a manner consistent with the principles of best execution. The selection of the agent or selling party will be determined by Sub-Adviser based upon a number of factors, including the best price obtainable, dealer spread or commission, size and difficulty of the transaction the desired time of the trade, confidentiality, execution and operational capabilities, ongoing borrower diligence, reputation for integrity, sound financial condition and practices and research or other services provided. Subject to compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), Sub-Adviser may select brokers or dealers affiliated with Sub-Adviser. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the judgment Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a Fund manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess loans of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that Sub-Adviser determines in good faith that time recommend selling or sell the commission same or spread paid is reasonable in relation to the services providedsimilar types of securities or loans for another client. Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund's xxxxxxxx and procedures, (b) Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees have approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and comply with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to Sub-Advisor in addition writing and, in addition, will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees of the Fund (generally on a quarterly basis) and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;Manager or the Board of Trustees of the Fund; and (d) will prepare and maintain such books and records with respect to each the Fund’s 's securities and other transactions for the Fund's investment portfolio required for registered investment advisers under applicable law or as otherwise reasonably requested by Manager and will prxxxxx xxx furnish Manager and the Fund's Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) . The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will monitor the pricing of portfolio securities, and events relating surrender promptly to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of Fund any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, such records upon the request of Managerthe Manager or the Fund; (provided, Sub-Adviser will assist Manager in evaluating the impact however, that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined permitted to retain copies thereof) and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligenceother applicable law.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated 's most recent registration statement on Form N-2 as declared effective by Manager the SEC, and as the same may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s 's investments, and will (c) comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the judgment of Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund would be benefited by supplemental servicesoccurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is authorized possible that due to pay spreads differing investment objectives or commissions to brokers or dealers furnishing such services in excess for other reasons, the Sub-Adviser and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities for another client. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund'x xxxxxxes and procedures, provided that (b) the Sub-Adviser determines the purchase or sale is in good faith the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the commission or spread paid is reasonable in relation Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Manager to the services providedSub-Adviser. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, Manager the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and, (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to the Manager and to the Board of Trustees of the Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;the Manager or the Board of Trustees of the Fund; and (d) will prepare and maintain such books and records with respect to each the Fund’s 's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise requested by the Manager and will prepare and furnish the Manager and the Fund's Board of Trustees such periodic and special reports as Manager the Board or the Board Manager may reasonably request; and (e) . The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will monitor the pricing of portfolio securities, and events relating surrender promptly to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of Fund any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, such records upon the request of Managerthe Manager or the Fund (provided, Sub-Adviser will assist Manager in evaluating however, that the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligenceother applicable law.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, Sub-Adviser will act as sub-adviser for, and to manage the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the investment policy sections of the Fund’s investment portfolio allocated 's initial registration statement on Form N-2 (File No. 333-114131) as declared effective by Manager the Securities and Exchange Commission, and as the same may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s 's investments, and will (c) comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or Manager to Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or Manager to Sub-Adviser in writing. The Fund or Manager will provide has provided Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), Sub-Adviser may select brokers or dealers affiliated with Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the judgment Fund, taking into consideration the advantageous selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a Fund manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess loans of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the same or similar types of securities or loans for another client. The Sub-Adviser determines in good faith that the commission will vote all proxies solicited by or spread paid is reasonable in relation with respect to the services providedissuers of securities which assets of the Fund's investment portfolio allocated by Manager to Sub-Adviser are invested, consistent with its proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund's xxxxxxxx and procedures, (b) Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees have approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform in all material respects to all applicable Rules and Regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to Sub-Adviser in addition writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees of the Fund (generally on a quarterly basis) and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;Manager or the Board of Trustees of the Fund; and (d) will prepare and maintain such books and records with respect to each the Fund’s 's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by Manager and will prepare and furnish Manager and the Fund's Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) . The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will monitor the pricing of portfolio securities, and events relating surrender promptly to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of Fund any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, such records upon the request of Managerthe Manager or the Fund (provided, Sub-Adviser will assist Manager in evaluating the impact however, that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligenceother applicable law.

Services to be Performed. Subject always to the supervision of Manager and the TrustFund’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust’s Declaration of Trust Documentsand By-laws, each the Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees of the Trust (as reasonably requested) and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund in relation to standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager; (d) will prepare such books and records with respect to each the Fund’s securities transactions as required by law, the Fund’s compliance policies and procedures or as reasonably requested by the Manager and will furnish Manager and the Trust’s Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the FundsFund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds Fund and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the TrustCompany’s Board of Trustees Directors (the “Board”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustCompany, will monitor each Fund’s investments, and will comply with the provisions of the TrustCompany’s Declaration Articles of Trust Incorporation and By-laws, each as amended from time to time (the “Trust Charter Documents”), and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Charter Documents, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Sub- Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust Company or the Funds, or be in breach of any obligation owing to the Trust Company or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees directors of the Trust Company such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the TrustCompany, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and the Board and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board on a regular basis at reasonable times the management of the Funds, including, without limitation, review of the general investment strategies of the Funds, the performance of the Funds in relation to standard industry indices and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Manager; (d) will prepare such books and records with respect to each Fund’s securities transactions as requested by Manager and will furnish Manager and the Board such periodic and special reports as Manager or the Board may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s 's Board of Trustees (the “Board”)"Board of Trustees") and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund allocated to the Sub-Adviser from time to time, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities and other assets for the portion of each Fund’s 's investment portfolio allocated by Manager to the Sub-Adviser, all on behalf of the Fund and as described in the Fund's most current effective registration statement on Form N-1A and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s 's investments, and will (c) comply with the provisions of the Trust’s 's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub-Adviser in writing, and (d) comply with (i) the stated investment objectives, policies and restrictions stated in the Fund's most recently effective prospectus and statement of each Fund. additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Manager will provide or the Trust's Board of Trustees may communicate to the Sub-Adviser with current copies of the Trust Documents, each Fund’s prospectus and Statement of Additional Information and any amendments theretoin writing, and (iii) any changes to the objectives, policies policies, restrictions or restrictions not appearing therein instructions required under the foregoing (i) and (ii) as they may be relevant communicated to the Sub-Adviser’s performance under this AgreementAdviser in writing and (e) assist in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager or the Fund, with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with Manager and/or Fund based on their own determinations. The Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of each the Fund and to consult with each other regarding the investment affairs of each such Fund. The Fund or the Manager will provide the Sub-Adviser will report to Manager with current copies of the Trust's Declaration of Trust, the Trust's By-laws, the Fund's prospectus, the Fund's statement of additional information and the Board with respect any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the implementation of its investment program for each FundSub-Adviser's performance under this Agreement. The Sub-Adviser is authorized to select select, in consultation with the brokers Manager, and enter into agreements with the brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factorsfactors in the reasonable discretion of the Sub-Adviser, including including, among other things price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval of the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including if applicable Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the value of the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the judgment of Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund would be benefited by supplemental servicesoccurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner as determined in the Sub-Adviser's reasonable discretion. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, fully invested that would not occur if such an allocation were not made. Moreover, it is authorized possible that due to pay spreads differing investment objectives or commissions to brokers for other reasons, the Sub-Adviser and its affiliates may purchase securities or dealers furnishing such services in excess other instruments of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities, provided that assets or instruments for another client. The Sub-Adviser will not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in good faith the best interests of the Fund and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the commission Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or spread paid a series of an investment company that is reasonable advised by the Manager (the "First Trust Fund complex") or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the Fund or any fund in relation the First Trust Fund complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund's portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund's portfolio concerning transactions for the fund in securities or other assets. Notwithstanding the foregoing, the provisions in this paragraph do not apply to the services providedconsultation between the Sub-Adviser and any sub-adviser retained by the Sub-Adviser pursuant to Section 4 hereof. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will the Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Trust, Manager the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, the Commodity Futures Trading Commission and any other applicable regulatory authority, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities and commodity advisory activities; (c) will report regularly to the Manager and to the Board of Trustees on a quarterly basis by telephone or in person as agreed between the Manager and the Board Sub-Adviser and will make appropriate persons available by telephone or in person as agreed between the Manager and the Sub-Adviser for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees; (d) will prepare and maintain such books and records with respect to each the Fund’s securities 's assets and other transactions for the Fund's investment portfolio as required for registered investment advisers performing such services under applicable law, the Fund's compliance policies and procedures or as otherwise reasonably requested by the Manager or the Board of Trustees and will prepare and furnish the Manager and the Board of Trustees such periodic and special reports as the Board of Trustees or the Manager may reasonably request. Such records prepared and maintained by the Sub-Adviser as required hereunder shall be open to inspection at all reasonable times by the Manager or the Board may reasonably requestFund and any appropriate regulatory authorities. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law; and (e) will monitor the pricing of portfolio securitiesassets, and events relating to the issuers of those securities assets and the markets in which the securities or other assets trade in the ordinary course of managing the portfolio securities investments of the FundsFund, and will notify the Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities investments may primarily trade but before the time at which the Funds’ securities Fund's investments are priced on a given day) that may materially impact the pricing of one or more securities or other assets in Sub-Adviser’s portion of the portfolioFund. In addition, upon the request of Manager, Sub-Adviser will at the Manager's request assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds Fund and in determining a recommended fair value of the affected security investment or securities. Sub-Adviser investments, with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian rest solely with Manager and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligenceFund.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated 's most recent registration statement on Form N-2 as declared effective by Manager the SEC, and as the same may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s 's investments, and will (c) comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) assist in the valuation of portfolio securities held by the Fund as requested by the Manager or the Fund. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the judgment of Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund would be benefited by supplemental servicesoccurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions to brokers or dealers furnishing such services sold, as well as expenses incurred in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable, and neither the Fund nor the Manager shall object to any such fair and equitable allocation. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser determines have available funds for investment, investments suitable and appropriate for each will be allocated in good faith a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the commission Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or spread paid is reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser reasonably believes the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. However, no such policy or procedure shall be binding on the Sub-Adviser unless it is communicated to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees Trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be knowingly purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, Manager the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary other accounts for which it has investment responsibilitiesresponsibilities under the Investment Advisers Act of 1940; (b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to the Manager and to the Board of Trustees of the Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;the Manager or the Board of Trustees of the Fund; and (d) will prepare and maintain such books and records with respect to each the Fund’s 's securities and other transactions for the Fund's investment portfolio as requested required for registered investment advisers under applicable law or as otherwise reasonably agreed to by Manager the parties and will prepare and furnish the Manager and the Fund's Board of Trustees such periodic and special reports as Manager the Board or the Board Manager may reasonably request; and (e) . The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will monitor the pricing of portfolio securities, and events relating surrender promptly to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of Fund any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, such records upon the request of Managerthe Manager or the Fund (provided, Sub-Adviser will assist Manager in evaluating however, that the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligenceother applicable law.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”), and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fundsa Fund, or be in breach of any obligation owing to the Trust or the Funds each Fund under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fundsa Fund, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and the Board and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board on a regular basis at reasonable times the management of the Fundseach Fund, including, without limitation, review of the general investment strategies of the Fundseach Fund, the performance of the Funds each Fund in relation to standard industry indices and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Manager; (d) will prepare such books and records with respect to each Fund’s securities transactions as requested by Manager and will furnish Manager and the Board such periodic and special reports as Manager or the Board may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fundseach Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ a Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds a Fund and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Fundsa Fund, the Funds’ a Fund’s custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “BoardBoard of Trustees”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectivesobjective, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of certain portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a the Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees (as reasonably requested) and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund in relation to standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager; (d) will prepare such books and records with respect to each the Fund’s securities transactions as required by law, the Fund’s compliance policies and procedures or as reasonably requested by Manager and will furnish Manager and the Board of Trustees such periodic and special reports as Manager or the Board of Trustees may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the FundsFund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviserthe Fund’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds Fund and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, Sub-Adviser will act as sub-adviser for, and to manage the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated 's registration statement on Form N-2 (File No. 333-105251) as declared effective by the Securities and Exchange Commission, as such policies described therein may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or Manager to Sub-AdviserAdviser in writing. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s investments's investments in senior loans (and other assets in which the Sub-Adviser is authorized to invest), and will comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or Manager to Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund. The Fund or Manager will provide Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other Manager and the Fund from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services providedprovided and complies with the Fund's policies and procedures. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided above. All purchase and sale orders and related transactions shall be placed through brokers, dealers or banks selected by Sub-Adviser, upon such instructions as may be given or authorized by Sub-Adviser. In placing orders for corporate loans, which are generally privately negotiated principal transactions, Sub-Adviser may select the agent bank or selling party, in its discretion, in a manner consistent with the principles of best execution. The selection of the agent or selling party will be determined by Sub-Adviser based upon a number of factors, including the best price obtainable, the desired time of the trade, confidentiality, execution and operational capabilities, ongoing borrower diligence, reputation for integrity and sound financial condition and practices. In broker transactions, Sub-Adviser exercises discretion to determine the commission rates, if any, subject to the requirements to obtain best execution as described above. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the advantageous selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities or loans of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities or loans for another client. Sub-Adviser will properly not arrange purchases or sales of securities or loans between the Fund and other accounts unless (a) such purchases or sales are in accordance with applicable law and the Fund's policies and procedures and (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund. Subject to compliance with the foregoing conditions, if the Sub-Adviser does arrange for the purchase or sale of securities or loans between the Fund and other accounts, the Sub-Adviser in these transactions will obtain a transaction price from one or more unaffiliated third party dealers or a quotation service and effect the trade at the mean of the bid and asked prices quoted by such dealer or at the price obtained from the quotation service. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees of the Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;Manager or the Board of Trustees of the Fund; and (d) will prepare and maintain such books and records with respect to each the Fund’s 's securities transactions for the Fund's investment portfolio as required under applicable law or as otherwise requested by Manager and will prepare and furnish Manager and the Fund's Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) . The Sub-Adviser further agrees that all records which it maintains for the Fund are the property of the Fund and the Sub-Adviser will monitor the pricing of portfolio securities, and events relating surrender promptly to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of Fund any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, such records upon the request of Managerthe Manager or the Fund (however, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligencepermitted to retain copies thereof).

Services to be Performed. Subject always to the supervision of Manager and the TrustCompany’s Board of Trustees Directors (the “Board”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustCompany, will monitor each Fund’s investments, and will comply with the provisions of the TrustCompany’s Declaration Articles of Trust Incorporation and By-laws, each as amended from time to time (the “Trust Charter Documents”), and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Charter Documents, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust Company or the Funds, or be in breach of any obligation owing to the Trust Company or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees directors of the Trust Company such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the TrustCompany, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and the Board and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board on a regular basis at reasonable times the management of the Funds, including, without limitation, review of the general investment strategies of the Funds, the performance of the Funds in relation to standard industry indices and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Manager; (d) will prepare such books and records with respect to each Fund’s securities transactions as requested by Manager and will furnish Manager and the Board such periodic and special reports as Manager or the Board may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”), and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fundsa Fund, or be in breach of any obligation owing to the Trust or the Funds each Fund under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fundsa Fund, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fundseach Fund, including, without limitation, review of the general investment strategies of the Fundseach Fund, the performance of the Funds each Fund in relation to standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager; (d) will prepare such books and records with respect to each Fund’s securities transactions as requested by the Manager and will furnish Manager and the Trust’s Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fundseach Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ each Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds each Fund and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated 's initial registration statement on Form N-2 (File No. 333-119081) as declared effective by Manager the SEC, and as the same may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s 's investments, and will (c) comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions for the Fund initiated by the Sub-Adviser and Manager to select the markets on or in which the transactions will be executed. In placing orders for the sale and purchase of securities for the Fund, the Sub-Adviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Sub-Adviser to solicit competitive bids for each make its officers and employees transaction or to seek the lowest available commission cost to the other from time Fund, so long as the Sub-Adviser reasonably believes that the broker or dealer selected by it can be expected to time at obtain a "best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable times in relation to review the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Sub-Adviser, viewed in terms of either that particular transaction or of the Sub-Adviser's overall responsibilities with respect to its clients, including the Fund, as to which the Sub-Adviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. Subject to compliance with the policies and procedures adopted by the Board of each Trustees for the Fund and to consult the extent permitted by and in conformance with each other regarding applicable law (including Rule 17e-1 of the investment affairs of each Fund. 1940 Act), the Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to may select the brokers or dealers that will execute affiliated with the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services providedSub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition. (1) determine each client's trading requirements; (2) select appropriate trading methods, if venues, and agents to execute the trades under the circumstances; (3) evaluate market liquidity of each security and take appropriate steps to avoid excessive market impact; (4) maintain client confidentiality and proprietary information inherent in the judgment decision to trade; and (5) review the results on a periodic basis. Portfolio transactions for the Fund will generally be completed independently of transactions of other Sub-Adviser's clients, a Fund would be benefited by supplemental services, except when the Sub-Adviser is authorized in the position of buying or selling the same security for a number of its clients (including the Fund) at approximately the same time. Because of market fluctuations, the prices obtained on such transactions within a single day may vary substantially. In order to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge avoid having clients receive different prices for the same transactionsecurity on the same day, provided the Sub-Adviser endeavors, when possible, to use an "averaging" procedure. Under this procedure, purchases or sales of a particular security for the Fund will at times be combined or "batched" with purchases or sales for other advisory clients by the Sub-Adviser unless the Fund has expressly directed otherwise. Such batched trades may be used to facilitate best execution, including negotiating more favorable prices, obtaining more timely or equitable execution or reducing overall commission charges. In such cases, the price shown on confirmations of the Fund's purchases or sales will be the average execution price on all of the purchases and sales that are aggregated for this purpose. In accordance with its written policies and procedures, the Sub-Adviser may also consider the following when deciding on allocations: (1) cash flow changes (including available cash, redemptions, exchanges, capital additions and capital withdrawals) may provide a basis to deviate from a pre-established allocation as long as it does not result in an unfair advantage to specific accounts or types of accounts over time; (2) accounts with specialized investment objectives or restrictions emphasizing investment in a specific category of securities may be given priority over other accounts in allocating such securities; and (3) for bond trades, street convention and good delivery often dictate the minimum size and par amounts and may result in small deviations from pro rata distribution. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by the Manager to the Sub-Adviser are invested, consistent with the Sub-Adviser's written Proxy Policies and Procedures. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fxxx'x xxlicies and procedures, (b) the Sub-Adviser determines the purchase or sale is in good faith the best interests of the Fund, and (c) the Fund's Board of Trustees have approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the commission or spread paid is reasonable in relation to Sub-Adviser's authority regarding the services providedexecution of the Fund's portfolio transactions provided herein. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, Manager the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform in all material respects to all applicable Rules and Regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in addition writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to the Manager and to the Board of Trustees of the Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager and the Board of Trustees may reasonably request in writing regarding the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;the Manager or the Board of Trustees of the Fund; and (d) will prepare and maintain such books and records with respect to each the Fund’s 's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager and will prepare and furnish the Manager and the Fund's Board of Trustees such periodic and special reports as Manager the Board or the Board Manager may reasonably request; and (e) . The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will monitor the pricing of portfolio securities, and events relating surrender promptly to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of Fund any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, such records upon the request of Managerthe Manager or the Fund (provided, Sub-Adviser will assist Manager in evaluating however, that the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligenceother applicable law.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “BoardBoard of Trustees”)) and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund allocated to the Sub-Adviser from time to time, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities and other assets for the portion of each Fund’s investment portfolio allocated by Manager to the Sub-Adviser, all on behalf of the Fund and as described in the Fund’s most current effective registration statement on Form N-1A, or any successor form thereto, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s investmentsinvestments or other instruments, and will (c) comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub-Adviser in writing, and (d) comply with (i) the stated investment objectives, policies and restrictions stated in the Fund’s most recently effective prospectus and statement of each Fund. additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Manager will provide or the Trust’s Board of Trustees may communicate to the Sub Adviser in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Adviser in writing and (e) assist in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager or the Fund, with current copies the understanding that ultimate responsibility for determining the valuation of the Trust Documents, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreementportfolio assets shall rest solely with Manager and/or Fund based on their own determinations. The Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of each the Fund and to consult with each other regarding the investment affairs of each such Fund. The Fund or the Manager will provide the Sub-Adviser with current copies of the Trust’s Declaration of Trust, the Trust’s By-laws and amendments thereto. The Sub-Adviser is responsible for voting in respect of securities and other assets held in the Fund’s portfolio and will report exercise or not exercise a right to vote in accordance with the Sub-Adviser’s proxy voting policy, a copy of which has been provided to the Manager. The Sub-Adviser shall promptly notify the Manager and the Board with respect Fund of any material change in the voting policy. The SubAdviser is permitted to represent any holdings on behalf of the implementation Fund at any ordinary or special meeting of its investment program for each Fundshareholders and has the right to exercise any voting rights or any other similar or connected rights. The Sub-Adviser is authorized to select select, in consultation with the brokers Manager, and enter into agreements with the brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factorsfactors in the reasonable discretion of the Sub-Adviser, including including, among other things price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval of the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including if applicable Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the value of the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the judgment of Sub-Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund would be benefited by supplemental servicesoccurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner as determined in the Sub-Adviser’s reasonable discretion. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, fully invested that would not occur if such an allocation were not made. Moreover, it is authorized possible that due to pay spreads differing investment objectives or commissions to brokers for other reasons, the Sub-Adviser and its affiliates may purchase securities or dealers furnishing such services in excess other instruments of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities, provided that assets or instruments for another client. The Sub-Adviser will not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in good faith the best interests of the Fund and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the commission Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. For purposes of complying with Rule l0f-3, Rule 12d3-l, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other subadviser of an investment company or spread paid a series of an investment company that is reasonable advised by the Manager (the “First Trust Fund complex”) or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the Fund or any fund in relation the First Trust Fund complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund’s portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund’s portfolio concerning transactions for the fund in securities or other assets. Notwithstanding the foregoing, the provisions in this paragraph do not apply to the services providedconsultations between the Sub-Adviser and any sub-adviser retained by the SubAdviser pursuant to Section 4 hereof. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Trust, Manager the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, the Commodity Futures Trading Commission and any other applicable regulatory authority, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities and commodity advisory activities; (c) will report regularly to the Manager and to the Board of Trustees on a quarterly basis by telephone or in person as agreed between the Manager and the Board Sub-Adviser and will make appropriate persons available by telephone or in person as agreed between the Manager and the Sub-Adviser for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees; (d) will prepare and maintain such books and records with respect to each the Fund’s securities assets and other transactions for the Fund’s investment portfolio as required for registered investment advisers performing such services under applicable law, the Fund’s compliance policies and procedures or as otherwise reasonably requested by the Manager or the Board of Trustees and will prepare and furnish the Manager and the Board of Trustees such periodic and special reports as the Board of Trustees or the Manager may reasonably request. Such records prepared and maintained by the Sub-Adviser as required hereunder shall be open to inspection at all reasonable times by the Manager or the Board may reasonably requestFund and any appropriate regulatory authorities. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law; and (e) will monitor the pricing of portfolio securitiesassets, and events relating to the issuers of those securities assets and the markets in which the securities or other assets trade in the ordinary course of managing the portfolio securities investments of the FundsFund, and will notify the Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities investments may primarily trade but before the time at which the Funds’ securities Fund’s investments are priced on a given day) that may materially impact the pricing of one or more securities or other assets in Sub-Adviser’s portion of the portfolioFund. In addition, upon the request of Manager, Sub-Adviser will at the Manager’s request assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds Fund and in determining a recommended fair value of the affected security investment or securities. Sub-Adviser investments, with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian rest solely with Manager and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligenceFund.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated 's most recent effective registration statement on Form N-2 as declared effective by Manager the SEC, and as the same may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, Sub-the Sub- Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s 's investments, and will (c) comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-the Sub- Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub- Adviser or its affiliates, if in the judgment of Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund would be benefited by supplemental servicesoccurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is authorized possible that due to pay spreads differing investment objectives or commissions to brokers for other reasons, the Sub-Adviser and its affiliates may purchase securities or dealers furnishing such services in excess loans of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities or loans for another client. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Xxxx'x xolicies and procedures, provided that (b) the Sub-Adviser determines the purchase or sale is in good faith the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the commission or spread paid is reasonable in relation Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Manager to the services providedSub-Adviser. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, Manager the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and, (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities; ; (c) will report regularly to the Manager and to the Board of Trustees of the Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;the Manager or the Board of Trustees of the Fund; and (d) will prepare and maintain such books and records with respect to each the Fund’s 's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise requested by the Manager and will prepare and furnish the Manager and the Fund's Board of Trustees such periodic and special reports as Manager the Board or the Board Manager may reasonably request; and (e) . The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will monitor the pricing of portfolio securities, and events relating surrender promptly to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of Fund any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, such records upon the request of Managerthe Manager or the Fund (provided, Sub-Adviser will assist Manager in evaluating however, that the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligenceother applicable law.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Portfolio, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviserthe Portfolio. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund (as set forth in Section 7, below), and will monitor each Fund’s the Portfolio's investments, and will comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fundthe Portfolio. Manager will provide Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund the Portfolio and to consult with each other regarding the investment affairs of each Fundthe Portfolio. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fundthe Portfolio, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust Fund or the FundsPortfolio, or be in breach of any obligation owing to the Trust Fund or the Funds Portfolio under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund the Portfolio would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each Fund any Portfolio as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundsPortfolios, including, without limitation, review of the general investment strategies of the FundsPortfolio, the performance of the Funds Portfolio in relation to standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;; and (d) will prepare such books and records with respect to each Fund’s the Portfolio's securities transactions as requested by the Manager and will furnish Manager and the Fund's Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated 's initial registration statement on Form N-2 (File No. 333-119081) as declared effective by Manager the SEC, and as the same may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s 's investments, and will (c) comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions for the Fund initiated by the Sub-Adviser and Manager to select the markets on or in which the transactions will be executed. In placing orders for the sale and purchase of securities for the Fund, the Sub-Adviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Sub-Adviser to solicit competitive bids for each make its officers and employees transaction or to seek the lowest available commission cost to the other from time Fund, so long as the Sub-Adviser reasonably believes that the broker or dealer selected by it can be expected to time at obtain a "best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable times in relation to review the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Sub-Adviser, viewed in terms of either that particular transaction or of the Sub-Adviser's overall responsibilities with respect to its clients, including the Fund, as to which the Sub-Adviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. Subject to compliance with the policies and procedures adopted by the Board of each Trustees for the Fund and to consult the extent permitted by and in conformance with each other regarding applicable law (including Rule 17e-1 of the investment affairs of each Fund. 1940 Act), the Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to may select the brokers or dealers that will execute affiliated with the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services providedSub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if The Sub-Adviser has adopted Best Execution policies and procedures which detail the factors considered in the judgment of brokerage selection. The Sub-Adviser's objective in selecting brokers and dealers and in effecting portfolio transactions is to seek to obtain the best combination of price and execution with respect to its clients' portfolio transactions. The best net price, giving effect to brokerage commissions, spreads and other costs, is normally an important factor in this decision, but a number of other judgmental factors are considered as they are deemed relevant. Steps associated with seeking best (1) determine each client's trading requirements; (2) select appropriate trading methods, venues, and agents to execute the trades under the circumstances; (3) evaluate market liquidity of each security and take appropriate steps to avoid excessive market impact; (4) maintain client confidentiality and proprietary information inherent in the decision to trade; and (5) review the results on a periodic basis. Portfolio transactions for the Fund would will generally be benefited by supplemental servicescompleted independently of transactions of other Sub-Adviser's clients, except when the Sub-Adviser is authorized in the position of buying or selling the same security for a number of its clients (including the Fund) at approximately the same time. Because of market fluctuations, the prices obtained on such transactions within a single day may vary substantially. In order to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge avoid having clients receive different prices for the same transactionsecurity on the same day, provided the Sub-Adviser endeavors, when possible, to use an "averaging" procedure. Under this procedure, purchases or sales of a particular security for the Fund will at times be combined or "batched" with purchases or sales for other advisory clients by the Sub-Adviser unless the Fund has expressly directed otherwise. Such batched trades may be used to facilitate best execution, including negotiating more favorable prices, obtaining more timely or equitable execution or reducing overall commission charges. In such cases, the price shown on confirmations of the Fund's purchases or sales will be the average execution price on all of the purchases and sales that are aggregated for this purpose. In accordance with its written policies and procedures, the Sub-Adviser may also consider the following when deciding on allocations: (1) cash flow changes (including available cash, redemptions, exchanges, capital additions and capital withdrawals) may provide a basis to deviate from a pre-established allocation as long as it does not result in an unfair advantage to specific accounts or types of accounts over time; (2) accounts with specialized investment objectives or restrictions emphasizing investment in a specific category of securities may be given priority over other accounts in allocating such securities; and (3) for bond trades, street convention and good delivery often dictate the minimum size and par amounts and may result in small deviations from pro rata distribution. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by the Manager to the Sub-Adviser are invested, consistent with the Sub-Adviser's written Proxy Policies and Procedures. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund's xxxxxxxx and procedures, (b) the Sub-Adviser determines the purchase or sale is in good faith the best interests of the Fund, and (c) the Fund's Board of Trustees have approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the commission or spread paid is reasonable in relation to Sub-Adviser's authority regarding the services providedexecution of the Fund's portfolio transactions provided herein. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, Manager the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform in all material respects to all applicable Rules and Regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in addition writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to the Manager and to the Board of Trustees of the Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager and the Board of Trustees may reasonably request in writing regarding the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;the Manager or the Board of Trustees of the Fund; and (d) will prepare and maintain such books and records with respect to each the Fund’s 's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager and will prepare and furnish the Manager and the Fund's Board of Trustees such periodic and special reports as Manager the Board or the Board Manager may reasonably request; and (e) . The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will monitor the pricing of portfolio securities, and events relating surrender promptly to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of Fund any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, such records upon the request of Managerthe Manager or the Fund (provided, Sub-Adviser will assist Manager in evaluating however, that the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligenceother applicable law.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated 's most recent effective registration statement on Form N-2 as declared effective by Manager the SEC, and as the same may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, Sub-the Sub- Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s 's investments, and will (c) comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-the Sub- Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub- Adviser or its affiliates, if in the judgment of Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund would be benefited by supplemental servicesoccurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is authorized possible that due to pay spreads differing investment objectives or commissions to brokers or dealers furnishing such services in excess for other reasons, the Sub-Adviser and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities for another client. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and txx Xxxx's policies and procedures, provided that (b) the Sub-Adviser determines the purchase or sale is in good faith the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the commission or spread paid is reasonable in relation Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Manager to the services providedSub-Adviser. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, Manager the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:. (a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and, (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to the Manager and to the Board of Trustees of the Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;the Manager or the Board of Trustees of the Fund; and (d) will prepare and maintain such books and records with respect to each the Fund’s 's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise requested by the Manager and will prepare and furnish the Manager and the Fund's Board of Trustees such periodic and special reports as Manager the Board or the Board Manager may reasonably request; and (e) . The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will monitor the pricing of portfolio securities, and events relating surrender promptly to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of Fund any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, such records upon the request of Managerthe Manager or the Fund (provided, Sub-Adviser will assist Manager in evaluating however, that the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligenceother applicable law.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”)and Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion each Fund, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to the Trust’s Board of Trustees and to Manager and the Board with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Trust’s Board of Trustees of the Trust (as reasonably requested) and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Trust’s Board of Trustees on a regular basis at reasonable times the management of the Funds, including, without limitation, review of the general investment strategies of the Funds, the performance of the Funds in relation to standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager; (d) will prepare such books and records with respect to each Fund’s securities transactions as required by law, each Fund’s compliance policies and procedures or as reasonably requested by Manager and will furnish Manager and the Trust’s Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees of the Trust (the “Board”)) and Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board and Manager with respect to the implementation of its investment program for each the Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if if, in the judgment of Sub-Adviser, a the Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of either the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board on a regular basis at reasonable times the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund in relation to standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager; (d) will prepare such books and records with respect to each the Fund’s securities transactions as requested by Manager and will furnish Manager and the Board such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the FundsFund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds Fund and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated 's initial registration statement on Form N-2 (File No. 333-132639) as declared effective by Manager the SEC, and as the same may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s 's investments, and will (c) comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub- Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-the Sub- Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub- Adviser or its affiliates, if in the judgment of Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund would be benefited by supplemental servicesoccurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is authorized possible that due to pay spreads differing investment objectives or commissions to brokers or dealers furnishing such services in excess for other reasons, the Sub- Adviser and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities for another client. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by the Manager to the Sub-Adviser are invested, provided that consistent with the Sub-Adviser's written Proxy Policies and Procedures unless otherwise directed by the Manager or the Fund's Board of Trustees. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Xxxx'x xolicies and procedures, (b) the Sub-Adviser determines the purchase or sale is in good faith the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the commission or spread paid is reasonable in relation to Sub-Adviser's authority regarding the services providedexecution of the Fund's portfolio transactions provided herein. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, Manager the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; ; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC and comply in addition all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities; ; (c) will report regularly to the Manager and to the Board of Trustees of the Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager; the Manager or the Board of Trustees of the Fund; and (d) will prepare and maintain such books and records with respect to each the Fund’s 's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager and will prepare and furnish the Manager and the Fund's Board of Trustees such periodic and special reports as Manager the Board or the Board Manager may reasonably request; and (e) . The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will monitor the pricing of portfolio securities, and events relating surrender promptly to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of Fund any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, such records upon the request of Managerthe Manager or the Fund (provided, Subhowever, that the Sub- Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value 2 of the Funds and in determining a recommended fair value Investment Advisers Act of the affected security 1940 or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligenceother applicable law.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated 's initial registration statement on Form N-2 (File No. 333-139549) as declared effective by Manager the SEC, and as the same may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s investments's investments (provided that except for the compliance responsibilities of the Sub-Adviser with respect to the portfolio services described in the first sentence of this Section 2, the Manager shall remain responsible for the oversight of compliance with the Fund's policies and will procedures and its Prospectus and Statement of Additional Information), (c) comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) assist in the valuation of portfolio securities held by the Fund as requested by the Manager or the Fund; provided that prices derived from third parties are the responsibility of such third parties and do not reflect the professional opinion of the Sub-Adviser, and information provided by the Sub-Adviser that may be used to determine "fair value" prices are solely the reflection of the Sub-Adviser's professional opinion and the Fund and the Manager are free to accept or reject this information; the Sub-Adviser is not solely responsible for the pricing of the Fund's securities. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the judgment of Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund would be benefited by supplemental servicesoccurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions to brokers or dealers furnishing such services sold, as well as expenses incurred in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable, and neither the Fund nor the Manager shall object to any such fair and equitable allocation. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client. Unless the Fund's Board of Trustees determines in good faith that otherwise, the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by the Manager to the Sub-Adviser are invested, consistent with the Sub-Adviser's written Proxy Policies and Procedures. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fuxx'x xxxicies and procedures, (b) the Sub-Adviser reasonably believes the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. However, no such policy or procedure shall be binding on the Sub-Adviser unless it is communicated to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees Trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be knowingly purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of any of the TrustFund, Manager the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary other accounts for which it has investment responsibilitiesresponsibilities under the Investment Advisers Act of 1940; (b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to the Manager and to the Board of Trustees of the Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;the Manager or the Board of Trustees of the Fund; and (d) will prepare and maintain such books and records with respect to each the Fund’s 's securities and other transactions for the Fund's investment portfolio as requested required for registered investment advisers under applicable law or as otherwise reasonably agreed to by Manager the parties and will prepare and furnish the Manager and the Fund's Board of Trustees such periodic and special reports as Manager the Board or the Board Manager may reasonably request; and (e) . The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will monitor the pricing of portfolio securities, and events relating surrender promptly to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of Fund any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, such records upon the request of Managerthe Manager or the Fund (provided, Sub-Adviser will assist Manager in evaluating however, that the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligenceother applicable law.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated 's initial registration statement on Form N-2 (File No. 333-131194) as declared effective by Manager the SEC, and as the same may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s investments's investments (provided that except for the compliance responsibilities of the Sub-Adviser with respect to the portfolio services described in the first sentence of this Section 2, the Manager shall remain responsible for the oversight of compliance with the Fund's policies and will procedures and its Prospectus and Statement of Additional Information), (c) comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) assist in the valuation of portfolio securities held by the Fund as requested by the Manager or the Fund; provided that prices derived from third parties are the responsibility of such third parties and do not reflect the professional opinion of the Sub-Adviser, and information provided by the Sub-Adviser that may be used to determine "fair value" prices are solely the reflection of the Sub-Adviser's professional opinion and the Fund and the Manager are free to accept or reject this information; the Sub-Adviser is not solely responsible for the pricing of the Fund's securities. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the judgment of Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund would be benefited by supplemental servicesoccurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions to brokers or dealers furnishing such services sold, as well as expenses incurred in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable, and neither the Fund nor the Manager shall object to any such fair and equitable allocation. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client. Unless the Fund's Board of Trustees determines in good faith that otherwise, the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by the Manager to the Sub-Adviser are invested, consistent with the Sub-Adviser's written Proxy Policies and Procedures. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fuxx'x xxxicies and procedures, (b) the Sub-Adviser reasonably believes the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. However, no such policy or procedure shall be binding on the Sub-Adviser unless it is communicated to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees Trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be knowingly purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of any of the TrustFund, Manager the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary other accounts for which it has investment responsibilitiesresponsibilities under the Investment Advisers Act of 1940; (b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to the Manager and to the Board of Trustees of the Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;the Manager or the Board of Trustees of the Fund; and (d) will prepare and maintain such books and records with respect to each the Fund’s 's securities and other transactions for the Fund's investment portfolio as requested required for registered investment advisers under applicable law or as otherwise reasonably agreed to by Manager the parties and will prepare and furnish the Manager and the Fund's Board of Trustees such periodic and special reports as Manager the Board or the Board Manager may reasonably request; and (e) . The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will monitor the pricing of portfolio securities, and events relating surrender promptly to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of Fund any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, such records upon the request of Managerthe Manager or the Fund (provided, Sub-Adviser will assist Manager in evaluating however, that the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligenceother applicable law.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”)and Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Funds, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviserthe Funds. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s the Funds’ investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fundthe Funds. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund the Funds and to consult with each other regarding the investment affairs of each Fundthe Funds. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fundthe Funds, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund the Funds to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund the Funds in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund the Funds would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees of the Trust (as reasonably requested) and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Funds, including, without limitation, review of the general investment strategies of the Funds, and the performance of the Funds in relation to standard industry indices and general conditions affecting the marketplaceFunds, and will provide various other reports from time to time as reasonably requested by Manager; (d) will prepare such books and records with respect to each Fund’s the Funds’ securities transactions as required by law, the Funds’ compliance policies and procedures or as reasonably requested by Manager and will furnish Manager and the Trust’s Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser and will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's ------------------------ Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s 's investments, and will comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees of the Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund in relation to standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;; and (d) will prepare such books and records with respect to each the Fund’s 's securities transactions as requested by the Manager and will furnish Manager and the Fund's Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Portfolio, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviserthe Portfolio. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund (as set forth in Section 7, below), and will monitor each Fundthe Portfolio’s investments, and will comply with the provisions of the TrustFund’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fundthe Portfolio. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s Declaration of Trust, By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund the Portfolio and to consult with each other regarding the investment affairs of each Fundthe Portfolio. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fundthe Portfolio, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust Fund or the FundsPortfolio, or be in breach of any obligation owing to the Trust Fund or the Funds Portfolio under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund the Portfolio would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each Fund any Portfolio as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundsPortfolios, including, without limitation, review of the general investment strategies of the FundsPortfolio, the performance of the Funds Portfolio in relation to standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;; and (d) will prepare such books and records with respect to each Fundthe Portfolio’s securities transactions as requested by the Manager and will furnish Manager and the Fund’s Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated 's initial registration statement on Form N-2 (File No. 333-139549) as declared effective by Manager the SEC, and as the same may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s 's investments, and will (c) comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub- Adviser in writing. The Fund or the Manager will provide Sub-has provided the Sub- Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By- laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the judgment Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a Fund manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities for another client. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub- Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 0000 Xxx) and the Fund's policies and procedures, provided that (b) the Sub-Adviser determines the purchase or sale is in good faith the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the commission or spread paid is reasonable in relation to Sub-Adviser's authority regarding the services providedexecution of the Fund's portfolio transactions provided herein. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, Manager the Manager, or Sub-the Sub- Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; ; (b) will conform in all material respects to all applicable Rules rules and Regulations regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in addition writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities; ; (c) will report regularly to the Manager and to the Board of Trustees of the Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager; the Manager or the Board of Trustees of the Fund; and (d) will prepare and maintain such books and records with respect to each the Fund’s 's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager and will prepare and furnish the Manager and the Fund's Board of Trustees such periodic and special reports as Manager the Board or the Board Manager may reasonably request; and (e) . The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will monitor the pricing of portfolio securities, and events relating surrender promptly to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of Fund any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, such records upon the request of Managerthe Manager or the Fund (provided, Sub-Adviser will assist Manager in evaluating however, that the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligenceother applicable law.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees of the Trust (the “Board”)) and Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board and Manager with respect to the implementation of its investment program for each the Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a Fund the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a the Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and the Board and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board on a regular basis at reasonable times the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund in relation to standard industry indices and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Manager;; and (d) will prepare such books and records with respect to each the Fund’s securities transactions as requested by Manager and will furnish Manager and the Board such periodic and special reports as Manager or the Board they may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s 's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, and will monitor each the Fund’s ' investments, and will comply with the provisions of the Trust’s 's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust's Declaration of Trust, each Fund’s prospectus and Statement of Additional Information By-laws, SEC registration statement (including the prospectus) and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each any Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund in relation to standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;; and (d) will prepare such books and records with respect to each the Fund’s 's securities transactions as requested by the Manager and will furnish Manager and the Trust's Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, and will monitor each the Fund’s ’ investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s prospectus and Statement of Additional Information By-laws, SEC registration statement (including the prospectus) and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each any Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund in relation to standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;; and (d) will prepare such books and records with respect to each the Fund’s securities transactions as requested by the Manager and will furnish Manager and the Trust’s Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Portfolio, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviserthe Portfolio. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund (as set forth in Section 7, below), and will monitor each Fund’s the Portfolio's investments, and will comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fundthe Portfolio. Manager will provide Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Sub- Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund the Portfolio and to consult with each other regarding the investment affairs of each Fundthe Portfolio. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fundthe Portfolio, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust Fund or the FundsPortfolio, or be in breach of any obligation owing to the Trust Fund or the Funds Portfolio under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-the Sub- Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund the Portfolio would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-the Sub- Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each Fund any Portfolio as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Sub- Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundsPortfolios, including, without limitation, review of the general investment strategies of the FundsPortfolio, the performance of the Funds Portfolio in relation to standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;; and 2 (d) will prepare such books and records with respect to each Fund’s the Portfolio's securities transactions as requested by the Manager and will furnish Manager and the Fund's Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (the “Board”)and Manager, Sub-Adviser will act as sub-adviser for, manage the investment and reinvestment of the Fund's assets with respect to, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each the Fund’s 's investment portfolio allocated invested or to be invested in equity securities as well as other securities and instruments issued by Manager U.S. and non-U.S. issuers that manage, own and/or operate infrastructure and utility assets in a select group of countries (the "Core Component") all on behalf of the Fund and as described in the Fund's registration statement on Form N-2 (File No. 333-112202) as declared effective by the Securities and Exchange Commission and as the same may be amended from time to Sub-Advisertime (the "Registration Statement"). In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s investments's investments in the Core Component, and will comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or Manager to Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund applicable to the Core Component, as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or Manager to Sub-Adviser in writing. The Fund or Manager will promptly provide Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and to any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fundthereof. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio the Fund's securities for each with respect to the Core Component on behalf of the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), Sub-Adviser may select brokers or dealers affiliated with Sub-Adviser. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a the Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services providedprovided and complies with the Fund's policies and procedures. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the Core Component with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client. Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund's xxxxxxxs and procedures, (b) Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees have approved these types of transactions. Subject to compliance with applicable law, the Fund's investment objectives, policies and restrictions and the policies and procedures adopted by the Board of Trustee for the Fund, Sub-Adviser may cause the Fund to invest in securities of issuers advised or managed by persons affiliated with Sub-Adviser. To the extent the Fund seeks to adopt, amend or eliminate any objectives, policies, restrictions or procedures in a manner that modifies or restricts Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions, the Fund agrees to use reasonable commercial efforts to consult with Sub-Adviser regarding the modifications or restrictions prior to such adoption, amendment or elimination. Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of any of the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) will will, in all material respects, conform to all applicable Rules and Regulations of the Securities and Exchange Commission and comply with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to Sub-Adviser in all material respects and writing and, in addition addition, will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees of the Fund (generally on a quarterly basis) and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager;Manager or the Board of Trustees of the Fund; and (d) will prepare and maintain such books and records with respect to each the Fund’s 's securities transactions for the Core Component as required for registered investment advisers under applicable law or as otherwise reasonably requested by Manager and will prepare and furnish Manager and the Fund's Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) . Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and Sub-Adviser will monitor the pricing of portfolio securities, and events relating surrender promptly to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of Fund any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, such records upon the request of ManagerManager or the Fund; provided, Sub-Adviser will assist Manager in evaluating the impact however, that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined permitted to retain copies thereof and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated other applicable law. The Sub-Adviser's duties and obligations shall be limited to those expressly set out in this Agreement, unless . The Manager and the Fund acknowledge such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligencelimitation.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”)) and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if if, in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board on a regular basis at reasonable times the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund in relation to standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager; (d) will prepare such books and records with respect to each the Fund’s securities transactions as requested by the Manager and will furnish Manager and the Trust’s Board such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the FundsFund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds Fund and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”)) and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board and to Manager with respect to the implementation of its investment program for each Fundprogram. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if if, in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board on a regular basis at reasonable times the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund in relation to standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager; (d) will prepare such books and records with respect to each the Fund’s securities transactions as requested by the Manager and will furnish Manager and the Trust’s Board such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Initial Portfolios and other Portfolios hereunder and place all orders for the purchase and sale of securities for the portion securities, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Advisersuch Portfolios. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund (as set forth in Section 7, below), and will monitor each Fund’s the Portfolios' investments, and will comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fundthe Portfolios. Manager Adviser will provide Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund the Portfolios and to consult with each other regarding the investment affairs of each Fundthe Portfolios. Sub-Adviser will report to Manager and the Board of Trustees and to Adviser with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealersprogram. Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to with all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Por'fclios and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Fund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of any Portfolio, or be in breach of any obligation owing to the Fund or in respect of any Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for any Portfolio as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; (d) will report regularly to Manager Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Manager Adviser and the Board of Trustees on a regular basis at reasonable times the management of the FundsPortfolios, including, without limitation, review of the general investment strategies of the FundsPortfolios, the performance of the Funds Portfolios in relation to standard industry indices indices, interest rate considerations and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by ManagerAdviser; (de) will prepare such books and records with respect to each Fund’s the Portfolios' securities transactions as requested by Manager the Adviser and will furnish Manager and the Adviser -nd Fund's Board of Trustees such periodic and special reports as Manager or the Board or Adviser may reasonably request; and; (ef) will monitor the pricing of portfolio securitiesact upon instructions from Adviser which, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such reasonable determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence, are not inconsistent with the fiduciary duties hereunder; (g) will receive the recommendations of Adviser with respect to the investment and reinvestment of the assets of the Portfolios.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion each Fund, all on behalf of each Fund’s investment portfolio allocated by Manager to , except for Nuveen Global Value Fund, the Sub-AdviserAdviser shall provide services only with respect to the assets of the Fund allocated to international investments. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the each Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Documentseach Trust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each FundTrust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the each Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundsFund, including, without limitation, review of the general investment strategies of the FundsFund, the performance of the Funds Fund in relation to standard industry indices and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Manager; (d) will prepare such books and records with respect to each Fund’s securities transactions as requested by the Manager and will furnish Manager and the Trust’s Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and (e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the FundsFund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds Fund and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.