KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY Investment Management Agreement
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ENERGY DEVELOPMENT COMPANY
THIS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made as of the [___]th day of
September, 2006, by and between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Energy Development Company, a Maryland corporation
(hereinafter called the “Company”), and KA Fund Advisors, LLC, a Delaware limited liability company
(hereinafter called the “Manager”).
WITNESSETH:
WHEREAS, the Company is a newly organized closed-end management investment company that has
filed an election to be treated as a business development company under the Investment Company Act
of 1940, as amended (the “1940 Act”);
WHEREAS, the Manager is registered as an investment adviser under the Investment Advisers Act
of 1940, as amended, and is engaged in the business of supplying investment advice, investment
management and administrative services, as an independent contractor; and
WHEREAS, the Company desires to retain the Manager to render advice and services to the
Company pursuant to the terms and provisions of this Agreement, and the Manager wishes to be
retained to furnish said advice and services, each on terms and subject to the conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the covenants and the mutual promises hereinafter set
forth, the parties hereto, intending to be legally bound hereby, mutually agree as follows:
1. Appointment of Manager. The Company hereby employs the Manager and the Manager
hereby accepts such employment, to render investment advice and management services with respect to
the assets of the Company for the period and on the terms set forth in this Agreement, subject to
the supervision and direction of the Company’s Board of Directors (“the Board”).
2. Duties of Manager.
(a) General Duties. The Manager shall act as investment manager to the Company and
shall supervise investments and reinvestments of the Company’s assets in accordance with the
investment objectives, policies, programs and restrictions of the Company as provided in the
Company’s governing documents, including, without limitation, the Company’s Charter and Bylaws, or
otherwise and such other limitations as the Board may impose from time to time in writing to the
Manager, which objectives, policies, programs and restrictions shall initially be those set forth
in the Company’s Registration Statement on Form N-2 for the registration of shares of common stock
of the Company under the Securities Act of 1933, filed with the Securities and Exchange Commission
(the “SEC”). Without limiting the generality of the foregoing, the Manager shall: (i) furnish the
Company with advice and recommendations with respect to the investment and reinvestment of the
Company’s assets and the purchase and sale of portfolio securities for the Company, including the
taking of such other steps as may be
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necessary to implement such advice and recommendations, and determine the composition of the
Company’s portfolio, the nature and timing of the changes to the Company’s portfolio and the manner
of implementing such changes; (ii) identify, evaluate and negotiate the structure of the Company’s
investments (including performing due diligence on the Company’s prospective portfolio companies);
(iii) furnish the Company with reports, statements and other data on securities, economic
conditions and other pertinent subjects which the Board may reasonably request; (iv) close and
monitor the performance of, and manage the investments of the Company, subject to the ultimate
supervision and direction of the Board; (v) provide persons satisfactory to the Board to act as
officers and employees of the Company (such officers and employees, as well as certain directors,
may be directors, officers, partners, or employees of the Manager or its affiliates); (vi) to the
extent permitted under the 1940 Act, on the Company’s behalf, make available, and upon request,
provide significant managerial assistance to those portfolio companies to which the Company is
required to provide such assistance under the 1940 Act and who require such assistance, including
among other things, monitoring the operations of the Company’s portfolio companies, participating
in board and management meetings, consulting with and advising officers of portfolio companies and
providing other organizational and financial consultation; (vii) recommend to the Board the fair
value of the Company’s investments that are not publicly traded debt or equity securities based on
the Company’s valuation guidelines; (viii) vote proxies and respond to requests for other corporate
actions in accordance with the proxy voting and corporate action policy and procedures adopted by
the Manager; and (ix) render to the Board such periodic and special reports and such other
investment advice, research and related services with respect to the Company’s investment
activities as the Board may reasonably request for the investment of the Company’s assets.
(b) Brokerage. In its discretion as investment adviser to the Company, the Manager
may place orders for the purchase and sale of securities directly with the issuer or with a broker
or dealer selected by the Manager. In placing the Company’s securities trades, it is recognized
that the Manager will give primary consideration to securing the most favorable price and efficient
execution, so that the Company’s total cost or proceeds in each transaction will be the most
favorable under all the circumstances. Within the framework of this policy, the Manager may
consider the financial responsibility, research and investment information, and other services
provided by brokers or dealers who may effect or be a party to any such transaction or other
transactions to which other clients of the Manager may be a party.
It is also understood that it is desirable for the Company that the Manager have access to
investment and market research and securities and economic analyses provided by brokers and others.
It is also understood that brokers providing such services may execute brokerage transactions at a
higher cost to the Company than might result from the allocation of brokerage to other brokers on
the basis of seeking the most favorable price and efficient execution. Therefore, the purchase and
sale of securities for the Company may be made with brokers who provide such research and analysis,
subject to review by the Board from time to time with respect to the extent and continuation of
this practice to determine whether the Company benefits, directly or indirectly, from such
practice. It is understood by both parties that the Manager may select broker-dealers for the
execution of the Company’s portfolio transactions who provide research and analysis as the Manager
may lawfully and appropriately use in its investment management and advisory capacities, whether or
not such research and analysis may also be useful to the Manager in connection with its services to
other clients.
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On occasions when the Manager deems the purchase or sale of a security to be in the best
interest of the Company as well as of other clients, the Manager, to the extent permitted by
applicable laws and regulations, may aggregate the securities to be so purchased or sold in order
to obtain the most favorable price or lower brokerage commissions and the most efficient execution.
In such event, allocation of the securities so purchased or sold, as well as the expenses incurred
in the transaction, will be made by the Manager in the manner it considers to be the most equitable
and consistent with its fiduciary obligations to the Company and to such other clients.
(c) Administrative Services. The Manager shall oversee the administration of the
Company’s business and affairs, although the provision of administrative services, to the extent
not covered by subparagraphs (a) or (b) above, is not the obligation of the Manager under this
Agreement. Notwithstanding any other provisions of this Agreement, the Manager shall be entitled
to reimbursement from the Company for all or a portion of the reasonable costs and expenses,
including salary, associated with the provision by Manager of personnel to render administrative
services to the Company.
3. Best Efforts and Judgment. The Manager shall use its best judgment and efforts in
rendering the advice and services to the Company as contemplated by this Agreement.
4. Independent Contractor. The Manager shall, for all purposes herein, be deemed to
be an independent contractor, and shall, unless otherwise expressly provided and authorized to do
so, have no authority to act for or represent the Company in any way, or in any way be deemed an
agent for the Company. It is expressly understood and agreed that the services to be rendered by
the Manager to the Company under the provisions of this Agreement are not to be deemed exclusive,
and the Manager shall be free to render similar or different services to others so long as its
ability to render the services provided for in this Agreement shall not be impaired thereby.
5. Manager’s Personnel. The Manager shall, at its own expense, maintain such staff
and employ or retain such personnel and consult with such other persons as it shall from time to
time determine to be necessary to the performance of its obligations under this Agreement. Without
limiting the generality of the foregoing, the staff and personnel of the Manager shall be deemed to
include persons employed or retained by the Manager to furnish statistical information, research,
and other factual information, advice regarding economic factors and trends, information with
respect to technical and scientific developments, and such other information, advice and assistance
as the Manager or the Board may desire and reasonably request.
6. Reports by Company to Manager. The Company will from time to time furnish to the
Manager detailed statements of its investments and assets, and information as to its investment
objective and needs, and will make available to the Manager such financial reports, proxy
statements, legal and other information relating to the Company’s investments as may be in its
possession or available to it, together with such other information as the Manager may reasonably
request.
7. Expenses.
(a) With respect to the operation of the Company, the Manager is responsible for (i) the
compensation of any of the Company’s directors, officers, and employees
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who are affiliates of the Manager (but not the compensation of employees performing services
in connection with expenses which are the Company’s responsibility under Subparagraph 7(b) below)
and (ii) providing office space and equipment reasonably necessary for the operation of the
Company.
(b) The Company is responsible for and has assumed the obligation for payment of all of its
expenses, other than as stated in Subparagraph 7(a) above, including but not limited to: its
organization, fees and expenses incurred in connection with the issuance, registration and transfer
of its shares; the acquisition and disposition of its investments, including all out-of-pocket
costs and fees incident to the identification, selection, and investigation of prospective
portfolio companies, including associated due diligence expenses such as travel expenses; brokerage
and commission expenses and other transaction costs incident to the acquisition and disposition of
investments; expenses incurred by the Manager or the Company payable to third parties and on-going
evaluation services (including agents or consultants, related to, or associated with, providing
administrative oversight of its financial and legal affairs and its investments, performing due
diligence on its prospective portfolio companies, and evaluating and making investments); leverage
expenses; expenses of repurchasing its securities; all expenses of transfer, receipt, safekeeping,
servicing and accounting for the cash, securities and other property of the Company, including all
fees and expenses of its transfer agent, custodian, stockholder services agent and accounting
services agent; interest charges on any borrowings; costs and expenses of pricing and calculating
its net asset value (including the cost and expenses of any independent valuation firm) and of
maintaining its books of account required under the 1940 Act; exchange listing fees; taxes
(including income taxes, transfer taxes and filing fees), if any; expenditures in connection with
meetings of the Company’s stockholders and Board that are properly payable by the Company,
including proxy solicitations for meetings and attendance expenses for directors; compensation,
salaries and expenses of officers and fees and expenses of directors or members of any advisory
board or committee who are not members of, affiliated with or interested persons of the Manager;
expenses (including out-of-pocket expenses) of the Manager and its personnel or of the Company’s
directors, officers, and employees, including those who are affiliates of the Manager, reasonably
incurred in connection with arranging, structuring, monitoring or administering proposed and
existing investments and portfolio transactions for the Company, which may be allocated to the
Company on an equitable basis; insurance premiums on property or personnel of the Company which
inure to its benefit, including directors and officers errors and omissions liability and fidelity
bond insurance; the cost of preparing, printing, filing and distributing reports, proxy statements,
prospectuses and statements of additional information of the Company or other communications or
other documents for distribution to existing stockholders or filing with the SEC; legal, auditing
and accounting fees (including litigation fees); trade association dues and trade organization
expenses; fees and expenses (including legal fees) of registering and maintaining registration of
its shares for sale under federal and applicable state and foreign securities laws, including its
initial and subsequent offerings of its common stock or other securities; all expenses of
maintaining and servicing stockholder accounts, including all charges for transfer, stockholder
recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Company, if
any; all expenses incurred in connection with providing significant managerial assistance to the
Company’s portfolio companies; and all other charges and costs of its operation and all other
expenses incurred by the Company, the Manager (other than the Manager’s normal overhead expenses)
or the Company’s administrator in connection with administering
its business plus any extraordinary
and non-recurring expenses, except as herein otherwise prescribed.
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(c) To the extent the Manager incurs any costs by assuming expenses which are an obligation of
the Company as set forth herein, the Company shall promptly reimburse the Manager for such costs
and expenses, except to the extent the Manager has otherwise agreed to bear such expenses. To the
extent the services for which the Company is obligated to pay are performed by the Manager, the
Manager shall be entitled to recover from the Company to the extent of the Manager’s actual costs
for providing such services.
8. Investment Advisory and Management Fee.
(a) The Company shall pay to the Manager, and the Manager agrees to accept, as full
compensation for all administrative and investment management and advisory services furnished or
provided to the Company pursuant to this Agreement, a management fee (a “Management Fee”), composed
of (i) a base management fee (the “Base Management Fee”), and (ii) an incentive fee (the “Incentive
Fee”), each computed and paid as provided below.
(b) The Base Management Fee shall be calculated and paid quarterly in arrears after the end of
each quarter at an annual rate of 1.75% of the Average Total Assets of the Company for such
quarter.
For purposes of this Section 8(b):
“Average Total Assets” of the Company for each quarterly period shall equal the
quotient of (A) the sum of (i) the Total Assets of the Company at the last day of the
quarter, and (ii) the Total Assets of the Company at the last day of the prior quarter (or
as of the commencement of operations for the initial period if a partial quarter), divided
by (B) 2.
“Total Assets” of the Company shall be equal to the difference between (X) the
Company’s gross asset value (which includes assets attributable to or proceeds from the
Company’s use of preferred stock, commercial paper or notes issuances and other borrowings),
and (Y) the sum of (i) the Company’s accrued and unpaid dividends on any outstanding common
stock, (ii) accrued and unpaid dividends on any outstanding preferred stock, and (iii)
accrued liabilities (other than “liabilities associated with borrowing or leverage” by the
Company). For purposes of the foregoing, “liabilities associated with borrowing or
leverage” by the Company shall include the principal amount of any borrowings, commercial
paper or notes issued by the Company, the liquidation preference of any outstanding
preferred stock, and other liabilities from other forms of borrowing or leverage such as
short positions and put or call options held or written by the Company.
(c) The Incentive Fee shall consist of two parts, as follows:
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(1) The first part of the Incentive Fee (the “Net Investment Income Fee”) shall
be calculated and paid to the Manager by the Company after the end of each quarter
in arrears. The amount of the Net Investment Income Fee in any such period shall
equal 20.0% of the amount, if any, by which the Company’s Adjusted Net Investment
Income for the quarter exceeds a quarterly hurdle rate equal to 1.875% (7.50%
annualized) of the Company’s Average Net Assets for such quarter. The calculation
of the Net Investment Income Fee shall be pro rated for any period of less than one
quarter.
For purposes of this Section 8(c)(1):
“Average Net Assets” of the Company for each quarterly period shall equal the
quotient of (X) the sum of (i) the difference between the Company’s total assets and
the Company’s total liabilities (including liabilities associated with the Company’s
use of preferred stock, commercial paper or notes issuances and other borrowings)
(determined in accordance with generally accepted accounting principles) at the last
day of the quarter, and (ii) the difference between the Company’s total assets and
the Company’s total liabilities (including liabilities associated with the Company’s
use of preferred stock, commercial paper or notes issuances and other borrowings)
(determined in accordance with generally accepted accounting principles) at the last
day of the prior quarter, divided by (Y) 2.
“Adjusted Net Investment Income” means the difference between (A) the sum of
any and all of the Company’s (i) interest income (including paid-in-kind and accrued
interest that the Company has not yet received in cash and the collection of which
is uncertain or deferred and interest paid on investments with a deferred interest
feature such as original issue discount, debt instruments with payment-in-kind
interest and zero coupon securities), (ii) dividend and distribution income from
equity investments (but excluding that portion of cash distributions that are
treated as a return of capital), and (iii) any other income, including any other
fees (such as commitment, origination, syndication, structuring, diligence,
monitoring and consulting fees or other fees that the Company receives from
portfolio companies (other than fees for providing significant managerial assistance
to the Company’s portfolio companies)) accrued during the fiscal quarter, and (B)
the Company’s operating expenses for the quarter (including the Base Management Fee,
any interest expense, dividends paid on issued and outstanding preferred stock, if
any, any accrued income taxes related to net investment income, but excluding the
Incentive Fee), provided that Adjusted Net Investment Income shall
not include any realized capital gains, realized capital losses or unrealized
capital gains or losses.
(2) The second part of the Incentive Fee (the “Capital Gains Fee”) shall be
calculated and paid to the Manager by the Company in arrears after the end of each
fiscal year (or in the event of termination of this Agreement, as of the termination
date hereof). The amount of the Capital Gains Fee in any such period shall equal
the positive difference, if any, between (A) 20% of (i) the Company’s Net Realized
Capital Gains on a cumulative basis from the closing date of the Company’s initial
public offering of shares of its common stock to the end of such
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fiscal year, less (ii) Total Unrealized Capital Losses, if any, at the end of
such fiscal year, and (B) the aggregate amount of all Capital Gains Fees paid to the
Manager in prior fiscal years. For purposes of calculating the foregoing: (i) the
calculation of the Capital Gains Fee shall include any capital gains that result
from cash distributions that are treated as a return of capital, (ii) any such
return of capital will be treated as a decrease in the Company’s cost basis of an
investment, and (iii) all fiscal year-end valuations will be determined by the
Company in accordance with generally accepted accounting principles, applicable
provisions of the 1940 Act and the Company’s pricing procedures.
For purposes of this Section 8(c)(2):
“Net Realized Capital Gains” means the difference, if positive, between (i) the
aggregate Realized Capital Gains, if any, on all investments made by the Company
with respect to which a sale or other disposition has occurred, and (ii) the
aggregate Realized Capital Losses, if any, on all investments made by the Company
with respect to which a sale or other disposition has occurred.
“Realized Capital Gains” on an investment will be equal to the excess of the
net amount realized from the sale or other disposition of such investment over the
adjusted cost basis for the investment.
“Realized Capital Losses” on an investment will be equal to the amount by which
the net amount realized from the sale or other disposition of such investment is
less than the adjusted cost basis of such investment.
“Total Unrealized Capital Losses” means the positive sum of Unrealized Capital
Losses, if any, on all investments held by the Company on the applicable
determination date.
“Unrealized Capital Losses” on an investment will be equal to the amount by
which the adjusted cost basis of such investment to the Company exceeds the fair
value of such investment at the end of a fiscal year.
(d) The Management Fee may be amended in writing from time to time by the Company and the
Manager.
(e) The Manager may reduce any portion of the compensation or reimbursement of expenses due to
it pursuant to this Agreement and may agree to make payments to limit the expenses which are the
responsibility of the Company under this Agreement. Any such reduction or payment shall be
applicable only to such specific reduction or payment and shall not constitute an agreement to
reduce any future compensation or reimbursement due to the Manager hereunder or to continue future
payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and
will be estimated daily and reconciled and paid on a monthly basis. Any fee withheld pursuant to
this paragraph from the Manager shall be reimbursed by the Company to the Manager in the first,
second or third (or any combination thereof) fiscal year next succeeding the fiscal year of the
reduction to the extent approved by the Company’s disinterested directors. The Manager may not
request or receive reimbursement for prior reductions or reimbursements before payment of the
Company’s
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operating expenses for the current year and cannot cause the Company to exceed any more
restrictive limitation to which the Manager has agreed in making such reimbursement.
(f) The Manager may agree not to require payment of any portion of the compensation or
reimbursement of expenses otherwise due to it pursuant to this Agreement prior to the time such
compensation or reimbursement has accrued as a liability of the Company. Any such agreement shall
be applicable only with respect to the specific items covered thereby and shall not constitute an
agreement not to require payment of any future compensation or reimbursement due to the Manager
hereunder.
9. Conflicts with Company’s Governing Documents and Applicable Laws. Nothing herein
contained shall be deemed to require the Company to take any action contrary to the Company’s
Charter, Bylaws, or any applicable statute or regulation, or to relieve or deprive the Board of its
responsibility for and control of the conduct of the affairs of the Company.
10. Manager’s Liabilities.
(a) In the absence of willful misfeasance, bad faith, or gross negligence, in the performance
of the duties hereunder, or reckless disregard of the obligations or duties hereunder on the part
of the Manager, the Manager shall not be subject to liability to the Company or to any stockholder
of the Company for any act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, retention or sale of any
security by the Company, whether or not such purchase, retention or sale shall have been based upon
the investigation and research made by any other individual, firm or corporation, if such
recommendation shall have been selected with due care and in good faith.
(b) The Company shall indemnify and hold harmless the Manager and the partners, managers,
members, officers and employees of the Manager and its managers and members (any such person, an
“Indemnified Party”) against any loss, liability, claim, damage or expense (including the
reasonable cost of investigating and defending any alleged loss, liability, claim, damage or
expenses and reasonable counsel fees incurred in connection therewith) arising out of the
Indemnified Party’s performance or non-performance of any duties under this Agreement provided,
however, that nothing herein shall be deemed to protect any Indemnified Party against any liability
to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard
of obligations and duties under this Agreement.
(c) No provision of this Agreement shall be construed to protect any director or officer of
the Company, or officer of the Manager (or its managers), from liability in violation of Sections
17(h) and (i) of the 1940 Act.
11. Non-Exclusivity. The Company’s employment of the Manager is not an exclusive
arrangement, and the Company may from time to time employ other individuals or entities to furnish
it with the services provided for herein. The services of the Manager to the Company are not
provided on an exclusive basis, and the Manager may engage in any other business or render similar
or different services to others including, without limitation, the direct or indirect sponsorship
or management of other investment based accounts or commingled pools of capital, however
structured, having investment objectives similar to those of the Company or rendering similar
services to businesses which may directly or indirectly compete with the
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Company for particular investments, so long as the Manager’s services to the Company are not
impaired by the provision of such services to others, and nothing in this Agreement shall limit or
restrict the right of any member, manager, officer, employee or other affiliate of the Manager to
engage in any other business or to devote his or her time and attention in part to any other
business, whether of a similar or dissimilar nature, or to receive any fees or compensation in
connection therewith (including fees for serving as a director of, or providing consulting services
to, one or more of the Corporation’s portfolio companies, subject to applicable law).
12. Consent To The Use Of Name. The Manager hereby consents to the use by the Company
of the name “▇▇▇▇▇ ▇▇▇▇▇▇▇▇” as part of the Company’s name; provided, however, that such consent
shall be conditioned upon the employment of the Manager or one of its affiliates as the investment
adviser of the Company. The name “▇▇▇▇▇ ▇▇▇▇▇▇▇▇” or any variation thereof may be used from time
to time in other connections and for other purposes by the Manager and its affiliates and other
investment companies that have obtained consent to the use of the name “▇▇▇▇▇ ▇▇▇▇▇▇▇▇”. The
Manager shall have the right to require the Company to cease using the name “▇▇▇▇▇ ▇▇▇▇▇▇▇▇” as
part of the Company’s name if the Company ceases, for any reason, to employ the Manager or one of
its affiliates as the Company ‘s investment adviser. Future names adopted by the Company for
itself, insofar as such names include identifying words requiring the consent of the Manager, shall
be the property of the Manager and shall be subject to the same terms and conditions.
13. Term. This Agreement shall become effective as of the date of this Agreement and
shall remain in effect for a period of two (2) years, unless sooner terminated as hereinafter
provided. This Agreement shall continue in effect thereafter for additional periods not exceeding
one (l) year so long as such continuation is specifically approved for the Company at least
annually by (i) the Board or by the vote of a majority of the outstanding voting securities of the
Company and (ii) the vote of a majority of directors who are not parties to this Agreement nor
interested persons thereof (other than as directors of the Company), cast in person at a meeting
called for the purpose of voting on such approval.
14. Termination. This Agreement may be terminated by the Company at any time without
payment of any penalty, by the Board or by the vote of a majority of the outstanding voting
securities of the Company, upon sixty (60) days’ written notice to the Manager, and by the Manager
upon sixty (60) days’ written notice to the Company.
15. Termination by Assignment. This Agreement shall terminate automatically in the
event of any assignment thereof, as defined in the 1940 Act.
16. Notice of Limited Liability. The Manager agrees that the Company’s obligations
under this Agreement shall be limited to the Company and to its assets, and that the Manager shall
not seek satisfaction of any such obligation from the stockholders of the Company nor from any
director, officer, employee or agent of the Company.
17. Amendment. No amendment of this Agreement shall be effective unless it is in
writing and signed by the parties hereto.
18. Severability. If any provision of this Agreement shall be held or made invalid by
a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this
Agreement shall not be affected thereby.
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19. Definitions. The terms “majority of the outstanding voting securities” and
“interested persons” shall have the meanings as set forth in the 1940 Act.
20. Captions. The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
21. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Maryland without giving effect to the conflict of laws principles
thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with,
any federal law, regulation or rule, including the 1940 Act and the Investment Advisers Act of
1940, as amended, and any rules and regulations promulgated thereunder.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
attested by their duly authorized officers, all on the day and year written on the first page of
this Agreement.
| The Company: | The Manager: | |||||||
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ENERGY DEVELOPMENT COMPANY |
KA FUND ADVISORS, LLC | |||||||
| By: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CAPITAL ADVISORS, L.P., its Manager | |||||||
By:
|
By: | |||||||
| Name: ▇.▇. ▇▇▇▇ | Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |||||||
| Title: Vice President | Title: General Counsel | |||||||