Common use of Duties of the Adviser Clause in Contracts

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s Annual Reports on Form 10-K or the Company’s Registration Statement on Form N-2, dated February 6, 2004S-3, as the same shall be amended or refiled from time to time (as amended, the “Registration Statement”), ) and (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the CorporationCompany’s investments; (iv) determine the real property, securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the discretion, power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the CorporationCompany’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Actvehicle.

Duties of the Adviser. (a) The Corporation Company hereby employs appoints the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany, (the “Board”) for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as reports and/or registration statements that the same shall be amended Company files with the Securities and Exchange Commission (the “SEC”) from time to time (as amended, the “Registration Statement”), time; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-laws; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (iA) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iiiC) close execute, close, monitor and monitor service the CorporationCompany’s investments; (ivD) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (vE) perform due diligence on prospective portfolio companies; and (viF) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the negotiation, execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire obtain debt financing (or refinance such financing), the Adviser will shall arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Actvehicle.

Duties of the Adviser. (a) The Corporation Fund hereby employs the Adviser to act as the investment adviser to the Corporation Fund and to manage the investment and reinvestment of the assets of the CorporationFund, subject to the supervision of the Board of Directors of the CorporationFund, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationFund’s Registration Statement on Form N-2, dated February 6, 2004, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationFund’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationFund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationFund; (iii) close and monitor the CorporationFund’s investments; (iv) determine the securities and other assets that the Corporation Fund will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation Fund with such other investment advisory, research and related services as the Corporation Fund may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the discretion, power and authority on behalf of the Corporation Fund to effectuate its investment decisions for the CorporationFund, including the execution and delivery of all documents relating to the CorporationFund’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationFund. In the event that the Corporation Fund determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationFund’s behalf, subject to the oversight and approval of the CorporationFund’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Fund through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser Subject to the Corporation overall supervision and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision review of the Board of Directors of the CorporationCompany (“Board”), the Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the period and upon the terms herein set forthCompany, (i) in accordance consistent with the investment objectiveobjective and policies of the Company. The Adviser will be available to provide managerial assistance requested by the companies or vehicles in which the Company invests (collectively, policies “Portfolio Companies”). The Adviser will determine from time to time what securities shall be purchased for the Company, what securities shall be held or sold by the Company and restrictions that are set forth what portion of the Company’s assets shall be held uninvested as cash or in other liquid assets, subject always to the Corporationprovisions of the Company’s Registration Statement on Form N-2Articles of Incorporation, dated February 6Bylaws, 2004and any registration statement of the Company under the 1940 Act and under the Securities Act of 1933 (the “1933 Act”) covering the Company’s shares, as may be filed with the Securities and Exchange Commission (the “Commission”), as any of the same shall may be amended from time to time, and to the investment objectives of the Company, as each of the same shall be from time (to time in effect, and subject, further, to such policies and instructions as amendedthe Board may from time to time establish. To carry out such determinations, the “Registration Statement”), (ii) Adviser will exercise full discretion and act for the Company in accordance the same manner and with the Investment same force and effect as the Company Act and (iii) during the term of this Agreement in accordance itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other applicable federal and state lawsthings necessary or incidental to the furtherance or conduct of such purchases, rules and regulations, and the Corporation’s charter and by-lawssales or other transactions. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companiesPortfolio Companies; (iv) close and monitor the Company’s investments; (viv) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany, (the “Board”), and provide certain administrative services to the Company as set forth herein for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as reports and/or registration statements that the same shall be amended Company files with the Securities and Exchange Commission (the “SEC”) from time to time (as amended, the “Registration Statement”), time; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-laws; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (iA) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iiiC) close execute, close, monitor and monitor service the CorporationCompany’s investments; (ivD) determine the securities and other assets that the Corporation will Company shall purchase, retain, or sell; (vE) perform due diligence on prospective portfolio companies; and (viF) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds; (G) provide on the Company’s behalf significant managerial assistance to those portfolio companies that have requested such assistance; and (H) provide the Company with office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as the Adviser, subject to review by the Board, shall from time to time determine to be necessary or useful to the Company’s operations. The Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire obtain debt financing, the Adviser will shall arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company ActBoard.

Duties of the Adviser. (a) The Corporation Fund hereby employs the Adviser to act as the investment adviser to the Corporation Fund and to manage the investment and reinvestment of the assets of the CorporationFund, subject to the supervision of the Board of Directors of the CorporationFund (the "Board"), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with force thereunder, subject to the terms of any exemptive order applicable to the Fund; (ii) any other applicable provision of law; (iii) the provisions of the limited liability company agreement of the Fund, as amended and/or restated from time to time (the "LLC Agreement"); (iv) the investment objectiveobjectives, policies and restrictions that are set forth in applicable to the Corporation’s Registration Statement on Form N-2, dated February 6, 2004Fund, as the same shall they may be amended from time to time (as amended, by the “Registration Statement”), (ii) in accordance with Board upon written notice to the Investment Company Act Adviser; and (iiiv) during any other policies and determinations of the term of this Agreement Board provided in accordance with all other applicable federal and state laws, rules and regulations, and writing to the Corporation’s charter and by-lawsAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationFund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationFund; (iii) close execute, monitor and monitor service the CorporationFund’s investments; (iv) determine the securities and other assets that the Corporation Fund will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) vote, exercise consents and exercise all other rights appertaining to such securities and other assets on behalf of the Fund; and (vii) provide the Corporation Fund with such other investment advisory, research and related services as the Corporation Fund may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Fund to effectuate its investment decisions for the CorporationFund, including the execution and delivery of all documents relating to the CorporationFund’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationFund. In the event that the Corporation Fund determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationFund’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Fund through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s Registration Statement registration statement on Form N-2, dated February 6, 2004, 10 (as the same shall be amended from time to time (as amendedtime, the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”), (ii) and prior to the date on which the SEC declares the Company’s Registration Statement effective, in accordance with the Investment Company Act investment objective, policies and restrictions that are set forth in the Company’s confidential private placement memorandum dated February 23, 2016 and as amended from time to time; (iiiy) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-lawslaws as the same shall be amended from time to time; and (z) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companies; and (vivii) provide the Corporation Company with such other investment advisory, research research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the board of directors of the Corporation (the “Board of Directors of the CorporationDirectors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004filings with the Securities and Exchange Commission, as the same shall may be amended from time to time (as amended, the “Registration Statement”)time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules law and regulations, and (iii) in accordance with the Corporation’s charter certificate of incorporation and by-lawsbylaws, each as amended or restated from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCorporation (including performing due diligence on prospective portfolio companies); (iii) close execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, retain or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary or convenient for the Adviser to make investments on behalf of the Corporation through a subsidiary or special purpose vehicle or to otherwise form such subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs Manager and the Trust appoint the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, such portion (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as the same shall be amended from time to time (as amended, the “Registration StatementPortfolio”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state lawsif any, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made Funds' assets as is designated by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, Manager from time to time, reasonably require for and, with respect to such assets, to continuously review, supervise, and administer the investment program of its fundsthe Funds, to determine in the Adviser's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”), (2) subject to the Manager's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Board may from time to time establish which shall be communicated in writing by the Manager to Adviser in advance, (3) in compliance with the objectives, policies, and limitations for each such Fund set forth in the Trust's current registration statement as amended from time to time, which shall be communicated in writing by the Manager to Adviser in advance, and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Fund assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust's custodian(s) to hold and/or transfer the Funds' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "Proper Instructions" shall have the power meaning(s) specified in the applicable agreement(s) between the Trust and authority its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Corporation Funds, and consistent with the investment discretion delegated to effectuate its the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment decisions related agreements required to meet the obligations of the Trust with respect to any investments made for the Corporation, including the execution and delivery of all documents relating Funds. Such documentation includes but may not be limited to the Corporation’s investments any market and/or industry standard documentation and the placing of orders for other purchase or sale transactions standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the CorporationPortfolio, and authorizes each broker with whom Adviser makes such transactions to follow its’ instructions with respect to such transactions. In the event Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transacton will have no independent obligation to ensure that the Corporation determines to acquire debt financingtransactions are consistent with the Trust’s registration statement or the Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, the Adviser will arrange for such financing on the Corporation’s behalfelectronic trading disclosure statements and similar disclosures, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicleprovided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant Fund’s investment policies and other governing documents; (b) the parties hereto shall work together to provide all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the Adviser shall immediately notify the Manager upon becoming aware of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to create or arrange instruct the custodian to: (i) pay cash for securities and other property delivered for the creation Funds, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Funds; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such special purpose vehicle deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to control agreement, acceptable in form and substance to make the Manager, pursuant to which such investments through custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such special purpose vehicle margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in accordance with this Agreement. The Adviser will not be responsible for the Investment Company Actcost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser Subject to the Corporation overall supervision and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision review of the Board of Directors of the CorporationCompany (“Board”), the Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the period and upon the terms herein set forthCompany, (i) in accordance consistent with the investment objectiveobjective and policies of the Company. The Adviser will provide, policies on behalf of the Company, any managerial assistance requested by the portfolio companies of the Company. The Adviser will determine from time to time what securities shall be purchased for the Company, what securities shall be held or sold by the Company and restrictions that are set forth what portion of the Company’s assets shall be held uninvested as cash or in other liquid assets, subject always to the Corporationprovisions of the Company’s Registration Statement on Form N-2Articles of Incorporation, dated February 6Bylaws, 2004and any subsequent registration statement of the Company under the Securities Act of 1933 (the “1933 Act”) covering the Company’s shares, as filed with the Securities and Exchange Commission (the “Commission”), as any of the same shall may be amended from time to time, and to the investment objectives of the Company, as each of the same shall be from time (to time in effect, and subject, further, to such policies and instructions as amendedthe Board may from time to time establish. To carry out such determinations, the “Registration Statement”), (ii) Adviser will exercise full discretion and act for the Company in accordance the same manner and with the Investment same force and effect as the Company Act and (iii) during the term of this Agreement in accordance itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other applicable federal and state lawsthings necessary or incidental to the furtherance or conduct of such purchases, rules and regulations, and the Corporation’s charter and by-lawssales or other transactions. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (viiv) monitor the Company’s investments; (v) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the board of directors of the Corporation (the “Board of Directors of the CorporationDirectors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004Statement, as the same shall may be amended from time to time (as amended, the “Registration Statement”)time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules laws and regulations, and (iii) in accordance with the Corporation’s charter certificate of incorporation and by-lawsbylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCorporation (including performing due diligence on prospective portfolio companies); (iii) close execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, retain or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds; and (vi) make an investment committee and personnel available to the Corporation so that it may provide all necessary Management Services to the Managed Subsidiaries. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If the Adviser determines it is necessary for the Adviser appropriate to make investments on behalf of form a subsidiary or special purpose vehicle through which the Corporation through a special purpose vehiclemay indirectly make investments, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle vehicle, to cause the Corporation to provide Management Services to such subsidiaries, and to make such investments through such subsidiary or special purpose vehicle in accordance with the Investment Company Actapplicable law.

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 10 (as amended from time to time, the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”), and prior to the date on which the SEC declares the Company’s Registration Statement on Form N-2effective, in accordance with the investment objective, policies and restrictions that are set forth in the Company’s confidential private placement memorandum dated February 6December 1, 20042021, as the same shall be amended from time to time (as amended, the “Registration StatementPPM”), ; (iiy) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-lawslaws as the same shall be amended from time to time; and (z) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companies; and (vivii) provide the Corporation Company with such other investment advisory, research research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6filed March 29, 20042005, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the discretion, power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to shall manage the investment and reinvestment affairs of the assets Trust as set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Trust with investment management, including investment research, advice and supervision, determining which securities shall be purchased or sold by each Portfolio of the Corporation, Trust and making purchases and sales of securities on behalf of each Portfolio. The Adviser’s management shall be subject to the supervision control of the Board of Directors Trustees of the Corporation, for Trust (the period “Trustees”) and upon the terms herein set forth, (i) in accordance with the investment objectiveobjectives, policies and restrictions that are for each such Portfolio set forth in the CorporationTrust’s Registration Statement on Form N-2, dated February 6, 2004and its current Prospectus and Statement of Additional Information, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require the requirements of the Investment Company Act of 1940, as amended (the “Act”) and other applicable law, as well as to the factors affecting the Trust’s status as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the “Code”) and the regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. In performing such duties, the Adviser shall (i) provide such office space, bookkeeping, accounting, clerical, secretarial and administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trust or any of its Portfolios) and such executive and other personnel as shall be necessary for the operations of each Portfolio, (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust’s custodian), (iii) oversee the performance of services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any. The Trust acknowledges that the Adviser also acts as the manager of other investment companies; (iv) together with the assistance of its fundsaffiliates, (a) evaluate the subadviser, if any, and advise the Trustees of the subadviser(s) which the Adviser believes is/are best suited to invest the assets of each Portfolio, (b) monitor and evaluate the investment performance of each subadviser employed by the Trust, (c) allocate the portion of each Portfolios’ assets to be managed by each subadviser; and (d) shall recommend changes of or the addition of subadvisers when appropriate. The Adviser shall have the power and authority on behalf may delegate certain of the Corporation its duties under this Agreement with respect to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating a Portfolio to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines a subadviser pursuant to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalfa written agreement, subject to the oversight and approval of the Corporation’s Board Trustees as required by the Act. The Adviser may, as it deems necessary or appropriate from time to time, (i) terminate a subadvisory arrangement with respect to a Portfolio, or a component of Directors. If it is necessary the assets thereof, and engage a new subadviser for such Portfolio, or component thereof, or (ii) amend the agreement between itself and a subadviser, without obtaining shareholder approval in either case; provided, however, that any such new subadvisory arrangement or amendment to an existing arrangement be approved by the Trustees in the manner required by either Act or order of the Securities and Exchange Commission exempting the Adviser and the Trust from the provisions of Section 15(a) of the Act relating to the engagement of subadvisers for the Portfolios. The Adviser is solely responsible for payment of any fees or other charges to make investments on behalf of a subadviser arising from such delegation and the Corporation through a special purpose vehicle, the Adviser Trust shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Actno liability therefor.

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany, (the “Board”) for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as reports and/or registration statements that the same shall be amended Company files with the Securities and Exchange Commission (the “SEC”) from time to time (as amended, the “Registration Statement”), time; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-laws; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (iA) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iiiC) close close, monitor and monitor service the CorporationCompany’s investments; (ivD) determine the securities and other assets that the Corporation will Company shall purchase, retain, or sell; (vE) perform due diligence on prospective portfolio companies; and (viF) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire obtain debt financing, the Adviser will shall arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the CorporationCompany’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company ActBoard.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2Statement, dated February 6April 18, 20042007, as the same shall may be amended from time to time (as amended, the “Registration Statement”)time, (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s Registration Statement registration statement on Form N-2, dated February 6, 2004, 10 (as the same shall be amended from time to time (as amendedtime, the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”), (ii) and prior to the date on which the SEC declares the Company’s Registration Statement effective, in accordance with the Investment Company Act investment objective, policies and restrictions that are set forth in the Company’s confidential private placement memorandum dated May, 2018 (iiithe “PPM”) during the term of this Agreement and as amended from time to time; (y) in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-lawslaws as the same shall be amended from time to time; and (z) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companies; and (vivii) provide the Corporation Company with such other investment advisory, research research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs appoints the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the board of directors of the Corporation (the "Board of Directors of the CorporationDirectors"), for the period and upon the terms herein set forth, (i) in accordance with the the: (x) investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2's private placement memorandum and/or registration statements submitted or filed by the Corporation with the Securities and Exchange Commission (the "SEC"), dated February 6, 2004, in each case as the same shall may be amended from time to time time; (as amended, the “Registration Statement”), (iiy) in accordance with the Investment Company Act, Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules ; and regulations, and the (z) Corporation’s 's charter and by-lawsbylaws, in each case as the same may be amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the CorporationCorporation (including performing due diligence on prospective portfolio companies); (iii) close execute, close, service and monitor the Corporation’s 's investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, retain or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board of Directors, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s 's investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation, and the Corporation's allocation of brokerage commissions. In the event that the Corporation Corporation, consistent with its investment objective and policies, determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the Corporation’s 's behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation through a subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle in accordance with the Investment Company Act. The Corporation also grants to the Adviser power and authority to engage in all activities and transactions (and anything incidental thereto) that the Adviser deems appropriate, necessary or advisable to carry out its duties pursuant to this Agreement, including the authority to provide, on behalf of the Corporation, significant managerial assistance to the Corporation's portfolio companies to the extent required by the Investment Company Act or otherwise deemed appropriate by the Adviser.

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany, (the “Board”) for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as reports and/or registration statements that the same shall be amended Company files with the Securities and Exchange Commission (the “SEC”) from time to time (as amended, the “Registration Statement”), time; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s Company's charter and by-laws; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (iA) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iiiC) close close, monitor and monitor service the Corporation’s Company's investments; (ivD) determine the securities and other assets that the Corporation will Company shall purchase, retain, or sell; (vE) perform due diligence on prospective portfolio companies; and (viF) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the Corporation’s Company's investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire obtain debt financing, the Adviser will shall arrange for such financing on the Corporation’s Company's behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company ActCompany's Board.

Duties of the Adviser. (a) The Corporation Company hereby employs appoints the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as reports and/or registration statements that the same shall be amended Company files with the Securities and Exchange Commission (the “SEC”) from time to time (as amended, the “Registration Statement”), time; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-laws; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (iA) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iiiC) close execute, close, monitor and monitor service the CorporationCompany’s investments; (ivD) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (vE) perform due diligence on prospective portfolio companies; and (viF) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the negotiation, execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation determines to acquire debt financingThe Adviser is hereby authorized, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicleCompany and at the direction of the Board pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, the Adviser shall have authority Company’s investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to create or arrange for the creation of such special purpose vehicle and any claims relating to make such investments through such special purpose vehicle in accordance and other property and funds, including with the Investment Company Actrespect to litigation, bankruptcy or other reorganization.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, Fund shall at all times be subject to the supervision applicable provisions of the Articles of Incorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Fund and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents and as interpreted from time to time by the Board of Directors of the Corporation, for Fund. Within the period and upon the terms herein set forth, (i) in accordance with framework of the investment objectiveobjectives, policies and restrictions that of the Fund, the Adviser shall have the sole and exclusive responsibility for the management of the Fund's several Portfolios and the making and execution of all investment decisions for the Fund and those Portfolios which the Adviser manages directly. In carrying out its obligations to manage the investments and reinvestments of the assets of the Portfolios of the Fund, the Adviser shall: (1) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Fund's Portfolios or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for each Portfolio consistent with the investment objective and related investment policies for each such Portfolio as set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004Fund's registration statement, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi3) provide take such steps as are necessary to implement the Corporation with such other aforementioned investment advisory, research programs by purchase and related services as the Corporation may, from time to time, reasonably require for the investment sale of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, securities including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf such purchases and sales. The Adviser shall report to the Board of Directors of the CorporationFund regularly at such times and in such detail as the Board may from time to time determine to be appropriate in order to permit the Board to determine the adherence of the Adviser to the investment objectives, policies and restrictions of the Fund and of each of its Portfolios. In The Adviser shall, at its own expense, furnish the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. The Adviser shall arrange for officers or employees of the Adviser to serve without compensation from the Fund as directors, officers or employees of the Fund if duly elected or appointed to such positions by the shareholders, directors or officers of the Fund. The Adviser shall maintain all records necessary in the operation of the Fund including records pertaining to its shareholders and investments. The Adviser hereby acknowledges that all such records are the property of the Fund, and in the event that a transfer of management or investment advisory services to someone other than the Corporation determines to acquire debt financingAdviser should ever occur, the Adviser will arrange for promptly and at its own cost, take all steps necessary to segregate such financing on the Corporation’s behalf, subject records and deliver them to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company ActFund.

Duties of the Adviser. (a) The Corporation Fund hereby employs the Adviser to act as the investment adviser to the Corporation Fund and to manage the investment and reinvestment of the assets of the CorporationFund, subject to the supervision of the Board of Directors of the CorporationFund (the “Board”), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with force thereunder, subject to the terms of any exemptive order applicable to the Fund; (ii) any other applicable provision of law; (iii) the provisions of the limited liability company agreement (the “LLC Agreement”) of the Fund, as amended and/or restated from time to time; (iv) the investment objectiveobjectives, policies and restrictions that are set forth in applicable to the Corporation’s Registration Statement on Form N-2, dated February 6, 2004Fund, as the same shall they may be amended from time to time (as amended, by the “Registration Statement”), (ii) in accordance with Board upon written notice to the Investment Company Act Adviser; and (iiiv) during any other policies and determinations of the term of this Agreement Board provided in accordance with all other applicable federal and state laws, rules and regulations, and writing to the Corporation’s charter and by-lawsAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationFund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationFund; (iii) close execute, monitor and monitor service the CorporationFund’s investments; (iv) determine the securities and other assets that the Corporation Fund will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) vote, exercise consents and exercise all other rights appertaining to such securities and other assets on behalf of the Fund; and (vii) provide the Corporation Fund with such other investment advisory, research and related services as the Corporation Fund may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Fund to effectuate its investment decisions for the CorporationFund, including the execution and delivery of all documents relating to the CorporationFund’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationFund. In the event that the Corporation Fund determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationFund’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Fund through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the board of directors of the Corporation (the “Board of Directors of the CorporationDirectors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2private placement memorandum, dated February 6registration statement or other filing submitted or filed by the Corporation with the Securities and Exchange Commission, 2004, in each case as the same shall may be amended from time to time (as amended, the “Registration Statement”)time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules law and regulations, and (iii) in accordance with the Corporation’s charter and by-lawsbylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCorporation (including performing due diligence on prospective portfolio companies); (iii) close execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, retain or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the board of directors of the Corporation (the “Board of Directors of the CorporationDirectors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2private placement memorandum, dated February 6registration statement or other filing submitted or filed by the Corporation with the Securities and Exchange Commission, 2004, in each case as the same shall may be amended from time to time (as amended, the “Registration Statement”)time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules law and regulations, and (iii) in accordance with the Corporation’s charter and by-lawsbylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCorporation (including performing due diligence on prospective portfolio companies); (iii) close execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, retain or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation Corporation, consistent with its investment objective and policies, determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby Company employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of its assets from time to time, and to continuously review and supervise the assets investment program of the CorporationCompany, to determine in its discretion (where appropriate) the securities to be purchased or sold, to provide the Company's administrator (the "Administrator") and the Company with such records concerning the Adviser's activities which the Company reasonably requests, and to render such regular reports to the Administrator and to the Company's officers and Company concerning the Adviser's discharge of the foregoing responsibilities as they may respectively reasonably request. The Company hereby constitutes and appoints the Adviser as the Company's true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more sub-advisers) in the Company's name, place and stead, to make, execute, sign and acknowledge all agreements, contracts and other documentation; including, but not limited to, subscription agreements and ISDA agreements, and establish trading accounts on behalf of the Company as in the Adviser's judgment are necessary or desirable for the Adviser to implement the investment policies of the Company by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. The Adviser shall discharge the foregoing responsibilities subject to the supervision control of the Board of Directors of the Corporation, for the period Company and upon the terms herein set forth, (i) in accordance compliance with the investment objective, such policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as the same shall be amended Company may from time to time establish and notify in writing to the Adviser, the Articles of Association, the Prospectus (as amendeddefined below) to the extent applicable to the Company, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules laws and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have accepts such employment and agrees, at its own expense, to render the power services and authority to provide the office space, furnishings and equipment and the personnel required by it at its sole discretion to perform the services on behalf of the Corporation to effectuate its investment decisions terms and for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporationcompensation provided herein. In the event that the Corporation determines to acquire debt financing, the The Adviser will arrange for such financing on the Corporation’s behalfnot, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary however, pay for the Adviser to make cost of securities, commodities, and other investments on behalf of the Corporation through a special purpose vehicle(including brokerage commissions and other transaction charges, the Adviser shall have authority to create if any) purchased or arrange sold for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company ActCompany.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004registration statement, as the same shall may be amended from time to time (as amended, the “Registration Statement”)time, (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser Subject to the Corporation overall supervision and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision review of the Board of Directors of the CorporationCompany (“Board”), the Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the period Company, consistent with the investment objective and upon policies of the terms herein Company set forth, forth (i) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s Registration Statement on Form N-2, dated February 6, 2004as filed with the Securities and Exchange Commission (the “Commission”) and certain states respecting the IPO, as the same shall may be amended from time to time time; and (as amended, ii) in any other subsequent registration statements filed by the Company on Form N-2 with the Commission and any states in connection with any other offering of the Company’s securities (the “Registration Statement”). The Adviser will provide, at its expense and on behalf of the Company and as required under the 1940 Act, any managerial assistance requested by the portfolio companies of the Company (ii) “Managerial Assistance”). The Adviser will determine from time to time what securities shall be purchased for the Company, what securities shall be held or sold by the Company and what portion of the Company’s assets shall be held uninvested as cash or in accordance with other liquid assets, subject always to the Investment provisions of the Company’s Certificate of Formation, Limited Liability Company Act and Agreement (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations“LLC Agreement”), and the Corporation’s charter Registration Statement, and by-lawsto the investment objectives of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board may from time to time establish. To carry out such determinations, the Adviser will exercise full discretion and act for the Company in the same manner and with the same force and effect as the Company itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (viiv) monitor the Company’s investments; (v) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby Company employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporationassets, to hire (subject to the supervision approval of the Company’s Board of Directors and, if required by applicable law, by “vote of a majority of the outstanding voting securities” of the Fund and/or the Company, as that term is defined in the 1940 Act, and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to carry out the investment program of the Company, and to continuously review, supervise and (where appropriate) administer the investment program of the Company, to determine in its discretion (where appropriate) the securities to be purchased or sold, to provide the Company’s administrator (the “Administrator”) and the Company with records concerning the Adviser’s activities which the Company is required to maintain, and to render regular reports to the Administrator and to the Company’s officers and Company concerning the Adviser’s discharge of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. The Company hereby constitutes and appoints the Adviser as the Company’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more sub-advisers), in the Company’s name, place and stead, to make, execute, sign and acknowledge all agreements, contracts and other documentation; including, but not limited to, subscription agreements and ISDA agreements, and establish trading accounts on behalf of the Company as in the Adviser’s judgment are necessary or desirable for the Adviser to implement the investment policies of the Company by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. The Adviser shall discharge the foregoing responsibilities subject to the control of the Board of Directors of the Corporation, for the period Company and upon the terms herein set forth, (i) in accordance compliance with the investment objective, such policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as the same shall be amended Company may from time to time establish, the objectives, policies, and limitations for the Company as established by the Board of Directors of the Company, the Articles of Association, the Prospectus (as amendeddefined below) to the extent applicable to the Company, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules laws and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have accepts such employment and agrees, at its own expense, to render the power services and authority to provide the office space, furnishings and equipment and the personnel (including any sub-advisers) required by it to perform the services on behalf of the Corporation to effectuate its investment decisions terms and for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporationcompensation provided herein. In the event that the Corporation determines to acquire debt financing, the The Adviser will arrange for such financing on the Corporation’s behalfnot, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary however, pay for the Adviser to make cost of securities, commodities, and other investments on behalf of the Corporation through a special purpose vehicle(including brokerage commissions and other transaction charges, the Adviser shall have authority to create if any) purchased or arrange sold for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company ActCompany.

Duties of the Adviser. (a) The Corporation Company hereby employs retains the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the board of directors of the Company (the "Board of Directors of the CorporationDirectors"), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004Company's filings with the Securities and Exchange Commission, as the same shall may be amended from time to time (as amended, the “Registration Statement”)time, (ii) in accordance with the Investment Company Act, the Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules law and regulations, and (iii) in accordance with the Corporation’s Company's charter and by-lawsbylaws, each as amended or restated from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close execute, close, service and monitor the Corporation’s Company's investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, retain or sell; (v) perform due diligence on prospective portfolio companiescompanies and their sponsors; and (vi) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its fundsassets. The Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the Corporation’s Company's investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the Corporation’s Company's behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary or convenient for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or special purpose vehicle or to otherwise form such subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany, (the “Board”) for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as reports and/or registration statements that the same shall be amended Company files with the Securities and Exchange Commission (the “SEC”) from time to time (as amended, the “Registration Statement”), time; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-laws; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (iA) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iiiC) close close, monitor and monitor service the CorporationCompany’s investments; (ivD) determine the securities and other assets that the Corporation will Company shall purchase, retain, or sell; (vE) perform due diligence on prospective portfolio companies; and (viF) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire obtain debt financing, the Adviser will shall arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company ActBoard.

Duties of the Adviser. (a) The Corporation Company hereby employs retains the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s Registration Statement on Form N-2filings made with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, dated February 6as amended (the “Exchange Act”) and the Investment Company Act, 2004, and in the Company’s reports to its stockholders (as the same shall be amended from time to time (as amended, the “Registration Statement”time), ; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-lawslaws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act and the applicable rules and regulations thereunder. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) assist the Board with its valuation of the Company’s assets; (vii) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time and (viii) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire incur debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s Registration Statement on Form N-2S-11 with respect to the initial public offering of the Company’s common stock (the “IPO”), dated February 6filed September 18, 20042012, as the same shall be amended from time to time (as amended, the “Registration Statement”), ) and (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the CorporationCompany’s investments; (iv) determine the real property, securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the discretion, power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the CorporationCompany’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Actvehicle.

Duties of the Adviser. (a) The Corporation hereby employs Manager and the Trust appoint the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, such portion (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as the same shall be amended from time to time (as amended, the “Registration StatementPortfolio”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state lawsif any, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made Funds' assets as is designated by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, Manager from time to time, reasonably require for and, with respect to such assets, to continuously review, supervise, and administer the investment program of its fundsthe Funds, to determine in the Adviser's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”), (2) subject to the Manager's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Board may from time to time establish which shall be communicated in writing by the Manager to Adviser in advance, (3) in compliance with the objectives, policies, and limitations for each such Fund set forth in the Trust's current registration statement as amended from time to time, which shall be communicated in writing by the Manager to Adviser in advance, and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Fund assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust's custodian(s) to hold and/or transfer the Funds' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "Proper Instructions" shall have the power meaning(s) specified in the applicable agreement(s) between the Trust and authority its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Corporation Funds, and consistent with the investment discretion delegated to effectuate its the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment decisions related agreements required to meet the obligations of the Trust with respect to any investments made for the Corporation, including the execution and delivery of all documents relating Funds. Such documentation includes but may not be limited to the Corporation’s investments any market and/or industry standard documentation and the placing of orders for other purchase or sale transactions standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the CorporationPortfolio, and authorizes each broker with whom Adviser makes such transactions to follow its’ instructions with respect to such transactions. In the event Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the Corporation determines to acquire debt financingtransactions are consistent with the Trust’s registration statement or the Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser will arrange shall be responsible for ensuring that any such financing on representations are consistent with the Corporationrelevant Fund’s behalf, subject investment policies and other governing documents; (b) to the oversight and approval of extent that the Corporation’s Board of Directors. If it Advisor is necessary for the Adviser lawfully able to make investments on behalf of the Corporation through a special purpose vehicledo so, the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the Adviser shall immediately notify the Manager upon becoming aware of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to create or arrange instruct the custodian to: (i) pay cash for securities and other property delivered for the creation Funds, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Funds; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such special purpose vehicle deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to control agreement, acceptable in form and substance to make the Manager, pursuant to which such investments through custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such special purpose vehicle margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in accordance with this Agreement. The Adviser will not be responsible for the Investment Company Actcost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the an investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objectiveobjectives, policies and restrictions that are set forth in the Corporation’s Registration Statement on 's Form N-21-E and related Offering Circular, to be dated February 6November __, 20042006, to be filed with the Securities and Exchange Commission ("SEC"), and as the same shall be amended from time to time and provided to the Adviser (as amended, the “Registration Statement”"Blackhawk Investment Objectives and Policies"), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and [the Corporation’s charter 's certificate of incorporation, as amended, and by-laws, in each case as provided to you from time to time]. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio Portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCorporation with respect to the Portfolio; (iii) close and monitor the Corporation’s investments's investments with respect to the Portfolio; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sellsell in the Portfolio; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its fundsthe Portfolio. The Adviser acknowledges that it is one of the investment advisers retained or to be retained by the Corporation and that Adviser's retention by the Corporation is not exclusive. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation’s Portfolio, including the execution and delivery of all documents relating to the Corporation’s 's investments and within the placing of orders for other purchase or sale transactions on behalf of the CorporationPortfolio. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s 's behalf, subject to the oversight and approval of the Corporation’s 's Board of Directors. If Subject to the approval of the Board of Directors of the Corporation, if it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act. The Adviser shall invest and reinvest the assets in such stocks, bonds, or other property of any kind, as it deems in the best interest of the Corporation to achieve the investment objectives designated by the Corporation on the Corporation and consistent with the Blackhawk Investment Objectives and Policies.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6October 25, 20042018, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter articles of incorporation and by-laws, as each may be amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companiesinvestments; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act. The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein. Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Corporation, subject to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law and shall contain a provision requiring the Sub-Adviser to comply with Sections 1(e) and 1(f) of this Agreement below as if it were the Adviser. The Adviser shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation. The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records with respect to the Corporation’s portfolio transactions and shall render to the Corporation’s Board of Directors such periodic and special reports as the Corporation’s Board of Directors may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and will surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records. The Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation of Federal securities laws by the Adviser. The Adviser shall provide the Corporation, at such times as the Corporation shall reasonably request, with a copy of such policies and procedures and a report of such policies and procedures; such report shall be of sufficient scope and in sufficient detail, as may reasonably be required to comply with Rule 38a-1 under the Investment Company Act and to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6September 23, 20042003, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act Act, subsequent to the time that the Corporation becomes a business development company, and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close close, monitor and monitor service the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s 's Registration Statement on Form N-2, dated February 6September 23, 20042003, as the same shall be amended from time to time (as amended, the “"Registration Statement”"), (ii) in accordance with the Investment Company Act Act, subsequent to the time that the Corporation becomes a business development company, and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s 's charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close close, monitor and monitor service the Corporation’s 's investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s 's investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s 's behalf, subject to the oversight and approval of the Corporation’s 's Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) any other applicable provision of law; (iii) the provisions of the Certificate of Formation and the limited liability company agreement of the Company, as such documents are amended from time to time; (iv) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the New Mountain Finance Corporation’s (“New Mountain Finance”) Registration Statement on Form N-2, dated February 6, 2004, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with as they may be amended from time to time by the Investment Company Act Board upon written notice to the Adviser; and (iiiv) during any other policies and determinations of the term of this Agreement Board provided in accordance with all other applicable federal and state laws, rules and regulations, and writing to the Corporation’s charter and by-lawsAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close execute, monitor and monitor service the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) vote, exercise consents and exercise all other rights appertaining to such securities and other assets on behalf of the Company; and (vii) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as filings with the same shall be amended from time to time (as amended, the “Registration Statement”)Securities and Exchange Commission, (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter certificate of incorporation and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the discretion, power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the board of directors of the Corporation (the “Board of Directors of the CorporationDirectors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004filings with the Securities and Exchange Commission, as the same shall may be amended from time to time (as amended, the “Registration Statement”)time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules law and regulations, and (iii) in accordance with the Corporation’s charter certificate of incorporation and by-lawsbylaws, each as amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCorporation (including performing due diligence on prospective portfolio companies); (iii) close execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, retain or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs Manager and the Trust appoint the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, such portion (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as the same shall be amended from time to time (as amended, the “Registration StatementPortfolio”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state lawsif any, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made Funds’ assets as is designated by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, Manager from time to time, reasonably require for and, with respect to such assets, to continuously review, supervise, and administer the investment program of its fundsthe Funds, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”), (2) subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Board may from time to time establish which shall be communicated in writing by the Manager to Adviser in advance, (3) in compliance with the objectives, policies, and limitations for each such Fund set forth in the Trust’s current registration statement as amended from time to time, which shall be communicated in writing by the Manager to Adviser in advance, and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Fund assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s custodian(s) to hold and/or transfer the Funds’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the power meaning(s) specified in the applicable agreement(s) between the Trust and authority its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Corporation Funds, and consistent with the investment discretion delegated to effectuate its the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment decisions related agreements required to meet the obligations of the Trust with respect to any investments made for the Corporation, including the execution and delivery of all documents relating Funds. Such documentation includes but may not be limited to the Corporation’s investments any market and/or industry standard documentation and the placing of orders for other purchase or sale transactions standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and to receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the CorporationPortfolio, and authorizes each broker with whom Adviser makes such transactions to follow its’ instructions with respect to such transactions. In the event Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the Corporation determines to acquire debt financingtransactions are consistent with the Trust’s registration statement or the Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, the Adviser will arrange for such financing on the Corporation’s behalfelectronic trading disclosure statements and similar disclosures, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicleprovided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant Fund’s investment policies and other governing documents; (b) the parties hereto shall work together to provide all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the Adviser shall immediately notify the Manager upon becoming aware of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to create or arrange instruct the custodian to: (i) pay cash for securities and other property delivered for the creation Funds, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Funds; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such special purpose vehicle deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to control agreement, acceptable in form and substance to make the Manager, pursuant to which such investments through custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such special purpose vehicle margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in accordance with this Agreement. The Adviser will not be responsible for the Investment Company Actcost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6[____________], 2004, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationBoard, for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if applicable; (iii) any other applicable provision of law; (iv) the provisions of the Articles of Incorporation (the “Charter”) and the Bylaws of the Company, each as amended and/or restated from time to time; (v) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the CorporationCompany’s Registration Statement on Form N-210, dated February first filed with the Securities and Exchange Commission (the “SEC”) on May 6, 20042021 and amended on July 6, as the same shall be amended from time to time 2021 (as amended, the “Registration Statement”), (ii) in accordance with as they may be further amended from time to time by the Investment Company Act Board upon written notice to the Adviser; and (iiivi) during any other policies and determinations of the term of this Agreement Board provided in accordance with all other applicable federal and state laws, rules and regulations, and writing to the Corporation’s charter and by-lawsAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close execute, monitor and monitor service the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) vote, exercise consents and exercise all other rights appertaining to such securities and other assets on behalf of the Company; and (vii) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6December 22, 20042022, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act Act, and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close close, monitor and monitor service the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation Company hereby employs retains the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s Registration Statement annual report on Form N-210-K filed on March 11, dated February 6, 2004, as the same shall be amended from time to time (as amended, the “Registration Statement”), 2021; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-lawsbylaws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) execute, close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will shall arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6as filed with the Securities and Exchange Commission on ____________, 20042007, and as amended on ____________, (such Registration Statement at the same shall be amended from time to time (as amendedit was declared effective on ___________, the “Registration Statement”), ; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws; and (iii) in accordance with the Investment Company Act, subsequent to the time the Corporation becomes a BDC. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (iA) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iiiC) close close, monitor and monitor service the Corporation’s investments; (ivD) determine the securities and other assets that the Corporation will purchase, retain, or sell; (vE) perform due diligence on prospective portfolio companies; and (viF) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation Fund hereby employs the Adviser to act as the investment adviser to the Corporation Fund and to manage the investment and reinvestment of the assets of the CorporationFund, subject to the supervision of the Board of Directors of the CorporationFund, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationFund’s Registration Statement on Form N-2, dated February 6filed March 31, 20042005, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationFund’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationFund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationFund; (iii) close and monitor the CorporationFund’s investments; (iv) determine the securities and other assets that the Corporation Fund will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation Fund with such other investment advisory, research and related services as the Corporation Fund may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the discretion, power and authority on behalf of the Corporation Fund to effectuate its investment decisions for the CorporationFund, including the execution and delivery of all documents relating to the CorporationFund’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationFund. In the event that the Corporation Fund determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationFund’s behalf, subject to the oversight and approval of the CorporationFund’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Fund through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s Registration Statement registration statement on Form N-2, dated February 6, 2004, N-2 (as the same shall be amended from time to time (as amendedtime, the “Registration Statement”), (ii) in accordance filed with the Investment Company Act Securities and Exchange Commission (iiithe “SEC”); (y) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter as may be amended from time to time (the “Charter”) and by-lawslaws as the same shall be amended from time to time; and (z) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition and allocation of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close execute, close, service and monitor the CorporationCompany’s investments; (iv) determine the securities securities, loans and other assets that the Corporation Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities, loans or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include notes and other evidences of indebtedness (whether or not such investment are securities as defined under the Securities Act); (vi) perform due diligence on prospective portfolio companies; and (vivii) provide the Corporation Company with such other investment advisory, research research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the board of directors of the Corporation (the “Board of Directors of the CorporationDirectors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement registration statement on Form N-2, dated February 6, 2004N-2 submitted or filed by the Corporation with the Securities and Exchange Commission, as the same shall may be amended from time to time (as amended, the “Registration Statement”)time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules law and regulations, and (iii) in accordance with the Corporation’s charter and by-lawsbylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCorporation (including performing due diligence on prospective portfolio companies); (iii) close execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, retain or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the board of directors of the Corporation (the “Board of Directors of the CorporationDirectors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2private placement memorandum, dated February 6registration statement or other filing submitted or filed by the Corporation with the Securities and Exchange Commission, 2004, in each case as the same shall may be amended from time to time (as amended, the “Registration Statement”)time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state lawslaw, rules including the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if applicable and regulations, and (iii) in accordance with the Corporation’s charter and by-lawsbylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCorporation (including performing due diligence on prospective portfolio companies); (iii) close execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, retain or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation Corporation, consistent with its investment objective and policies, determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2Statement, dated February 6[ ], 20042011, as the same shall may be amended from time to time (as amended, the “Registration Statement”)time, (ii) in accordance with the Investment Company 1940 Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company 1940 Act.

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) any other applicable provision of law; (iii) the provisions of the Articles of Incorporation (the “Charter”) and the Bylaws of the Company, each as amended and/or restated from time to time; (iv) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the CorporationCompany’s Registration Statement on Form N-2, dated February 6first filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2004, as the same shall be amended from time to time 2022 (as amended, the “Registration Statement”), (ii) in accordance with as they may be amended from time to time by the Investment Company Act Board upon written notice to the Adviser; and (iiiv) during any other policies and determinations of the term of this Agreement Board provided in accordance with all other applicable federal and state laws, rules and regulations, and writing to the Corporation’s charter and by-lawsAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close execute, monitor and monitor service the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) vote, exercise consents and exercise all other rights appertaining to such securities and other assets on behalf of the Company; and (vii) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, in accordance with (i) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s Registration Statement registration statement on Form N-2N-2 (File No. 333-228959) initially filed on December 21, dated February 6, 2004, 2018 (and as the same shall be amended from time to time (as amendedtime, the “Registration Statement”), ; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-lawslaws as the same shall be amended from time to time; and (iii) the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companies; and (vivii) provide the Corporation Company with such other investment advisory, research research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6as filed with the Securities and Exchange Commission on March 22, 20042007, and as amended on May 14, 2007 (such Registration Statement at the same shall be amended from time to time (as amendedit was declared effective on , the “Registration Statement”), ; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws; and (iii) in accordance with the Investment Company Act, subsequent to the time the Corporation becomes a BDC. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close close, monitor and monitor service the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6as filed with the Securities and Exchange Commission on March 22, 20042007, and as amended on , (such Registration Statement at the same shall be amended from time to time (as amendedit was declared effective on , the “Registration Statement”), ; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws; and (iii) in accordance with the Investment Company Act, subsequent to the time the Corporation becomes a BDC. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close close, monitor and monitor service the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany, (the “Board”) for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s Registration Statement on Form N-2, dated February 6as filed with the Securities and Exchange Commission on October 16, 20042007, and as the same shall be amended from time to time (as amended, the “Registration Statement”), ; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-laws; and (iii) in accordance with the Investment Company Act, subsequent to the time the Company becomes a BDC. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, Agreement (iA) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iiiC) close close, monitor and monitor service the CorporationCompany’s investments; (ivD) determine the securities and other assets that the Corporation will Company shall purchase, retain, or sell; (vE) perform due diligence on prospective portfolio companies; and (viF) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will shall arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the CorporationCompany’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company ActBoard.

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationBoard, for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), if applicable; (iii) any other applicable provision of law; (iv) the provisions of the Articles of Incorporation (the "Charter") and the Bylaws of the Company, each as amended and/or restated from time to time; (v) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the Corporation’s Company's Registration Statement on Form N-210, dated February 6first filed with the Securities and Exchange Commission (the "SEC") on November 22, 20042019 and amended on January 15, 2020 (the "Registration Statement"), as the same shall they may be amended from time to time (as amended, by the “Registration Statement”), (ii) in accordance with Board upon written notice to the Investment Company Act Adviser; and (iiivi) during any other policies and determinations of the term of this Agreement Board provided in accordance with all other applicable federal and state laws, rules and regulations, and writing to the Corporation’s charter and by-lawsAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close execute, monitor and monitor service the Corporation’s Company's investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) vote, exercise consents and exercise all other rights appertaining to such securities and other assets on behalf of the Company; and (vii) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the Corporation’s Company's investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s Company's behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 10 (as amended from time to time, the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”), and prior to the date on which the SEC declares the Company’s Registration Statement on Form N-2effective, in accordance with the investment objective, policies and restrictions that are set forth in the Company’s confidential private placement memorandum dated February 6, 20042020, as the same shall be amended from time to time (as amended, the “Registration StatementPPM”), ; (iiy) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-lawslaws as the same shall be amended from time to time; and (z) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companies; and (vivii) provide the Corporation Company with such other investment advisory, research research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to shall act as the investment adviser to the Corporation and Company to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as the same shall be amended from time to time in the Company’s filings made with the U.S. Securities and Exchange Commission (as amended, the “Registration StatementSEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including its registration statement on Form 10, and the Investment Company Act, and in the Company’s reports to its stockholders; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter articles of amendment and restatement and by-laws, as each shall be amended from time to time; and (iii) in accordance with the Investment Company Act and the applicable rules and regulations thereunder. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) assist the Board with its valuation of the Company’s assets, including, if so designated by the Board, performing fair value determinations of the Company’s assets as the Board’s valuation designee; (vii) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time and (viii) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire incur debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs engages the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s 's Registration Statement on Form N-2, dated February 6filed April 14, 2004, as amended and as the same shall may be further amended from time to time (as amended, the “"Registration Statement”"), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s 's charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s 's investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) arrange for, structure and negotiate financing for the Corporation (including collateralized debt obligation transactions and securitizations); and (vivii) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s 's investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s 's behalf, subject to the oversight and approval of the Corporation’s 's Board of Directors. If it is necessary for the Adviser to make investments or arrange financing on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments or arrange such financing through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs retains the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board Corporation’s board of Directors of directors (the Corporation“Board”), for the period and upon the terms herein set forth, (i) in accordance with the then-current investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement registration statement on Form N-2, dated February 6, 200410, as the same shall be amended from time to time (as amended, the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering of its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the Investment Company 1940 Act, the Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, ; and (iii) in accordance with the Corporation’s charter articles of amendment and by-lawsrestatement (the “Charter”) and amended and restated bylaws (the “Bylaws”), each as amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the CorporationCorporation (including performing due diligence on prospective portfolio companies); (iiiiv) close execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (ivv) determine the securities and other assets that the Corporation will originate, purchase, retain, or sellsell and dispose of such securities and other assets, as appropriate; (vvi) perform due diligence on prospective exercise voting rights in respect of portfolio companiessecurities and other investments for the Corporation; and (vivii) provide the Corporation (and its subsidiaries) with such other investment advisory, research research, and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other and the purchase or sale transactions on behalf of the CorporationCorporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser will shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company 1940 Act).

Duties of the Adviser. (a) The Corporation Company hereby employs engages the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the board of directors of the Company (the “Board of Directors of the CorporationDirectors”), for the period and upon the terms herein set forthforth and in accordance with this Agreement. The Adviser shall have full and complete authority at its sole discretion, without prior reference to the Company, and at such times as the Adviser shall think fit, to make decisions to invest the assets of the Company, subject to and in accordance with (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004of the Company, as the same shall may be amended from time to time (as amended, the “Registration Statement”), time; (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules law; and regulations, (iii) the Company’s certificate of incorporation and the Corporation’s charter and by-lawsbylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the securities and other assets that the Company will purchase, retain or sell, (ii) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify, evaluate and negotiate the structure of the investments made by the Corporation; Company and/or the structure thereof (iii) close and monitor including without limitation performing due diligence with respect to any instrument and/or company in which the Corporation’s investmentsCompany may invest); (iv) determine buy, sell, exchange, redeem hold, convert or otherwise deal with and/or execute transactions with respect to, any kind of security or other property in which the securities and other assets that the Corporation will purchase, retain, or sellCompany may invest; (v) perform due diligence on prospective portfolio companiesservice and monitor the Company’s investments, including without limitation by exercising or refraining from exercising any right conveyed by a particular investment to buy, sell, subscribe for, exchange or redeem an investment; (vi) exercise or refrain from exercising any governance or ownership right conferred by a particular investment; (vii) enter into any foreign exchange and/or derivative transactions; and (viviii) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its fundsfunds and/or which the Adviser reasonably considers to be necessary, desirable or incidental to carrying out the services under this Agreement. The Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany and to enter into and/or execute any documents agreements, including master agreements confirmations, deeds, or other instruments, and to open any accounts, required or appropriate to provide the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporationservices described herein. In the event that the Corporation Company determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle in accordance with the Investment Company Act. Notwithstanding anything to the contrary herein, the Adviser shall not be required to take or accept any responsibility or action that the Adviser reasonably determines could cause it to be deemed to have custody for purposes of Rule 206(4)-2 under the Investment Advisers Act.

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if applicable; (iii) any other applicable provision of law; (iv) the provisions of the Articles of Incorporation (the “Charter”) and the Bylaws of the Company, each as amended and/or restated from time to time; (v) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the CorporationCompany’s Registration Statement on Form N-210, dated February first filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2004, as the same shall be amended from time to time 2021 (as amended, the “Registration Statement”), (ii) in accordance with as they may be amended from time to time by the Investment Company Act Board upon written notice to the Adviser; and (iiivi) during any other policies and determinations of the term of this Agreement Board provided in accordance with all other applicable federal and state laws, rules and regulations, and writing to the Corporation’s charter and by-lawsAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close execute, monitor and monitor service the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) vote, exercise consents and exercise all other rights appertaining to such securities and other assets on behalf of the Company; and (vii) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6filed with the Securities and Exchange Commission (“SEC”) on April 30, 20042010, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the discretion, power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6filed March 29, 20042005, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the discretion, power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.to

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s Registration Statement registration statement on Form N-2, dated February 6, 2004, N-2 (as the same shall be amended from time to time (as amendedtime, the “Registration Statement”), (ii) in accordance to be filed with the Investment Company Act Securities and Exchange Commission (iiithe “SEC”); (y) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter as may be amended from time to time (the “Charter”) and by-lawslaws as the same shall be amended from time to time; and (z) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition and allocation of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made Exhibit 10.15 by the CorporationCompany; (iii) close execute, close, service and monitor the CorporationCompany’s investments; (iv) determine the securities securities, loans and other assets that the Corporation Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities, loans or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include notes and other evidences of indebtedness (whether or not such investment are securities as defined under the Securities Act); (vi) perform due diligence on prospective portfolio companies; and (vivii) provide the Corporation Company with such other investment advisory, research research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004Statement, as the same shall may be amended from time to time (as amended, the “Registration Statement”)time, (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter certificate of incorporation and by-lawsbylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCorporation (including performing due diligence on prospective portfolio companies); (iii) close execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2N-14, dated February 6initially filed with the Securities and Exchange Commission on August 13, 20042018, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter articles of incorporation and by-laws, as each may be amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companiesinvestments; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if applicable; (iii) any other applicable provision of law; (iv) the provisions of the Articles of Incorporation (the “Charter”) and the Bylaws of the Company, each as amended and/or restated from time to time; (v) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the CorporationCompany’s Registration Statement on Form N-210, dated February 6first filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2004, as the same shall be amended from time to time 2021 (as amended, the “Registration Statement”), (ii) in accordance with as they may be amended from time to time by the Investment Company Act Board upon written notice to the Adviser; and (iiivi) during any other policies and determinations of the term of this Agreement Board provided in accordance with all other applicable federal and state laws, rules and regulations, and writing to the Corporation’s charter and by-lawsAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close execute, monitor and monitor service the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) vote, exercise consents and exercise all other rights appertaining to such securities and other assets on behalf of the Company; and (vii) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs retains the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board Corporation’s board of Directors of directors (the Corporation“Board”), for the period and upon the terms herein set forth, (i) in accordance with the then-current investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement registration statement on Form N-2, dated February 6, 200410, as the same shall be amended from time to time (as amended, the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and, to the extent subsequent to the effective date of the Registration Statement, any periodic report filed with the SEC, and in accordance with the investment objective, policies and restrictions set forth in the Corporation’s private placement memorandum, as amended from time, relating to the Corporation’s private offering its common stock (the “Memorandum”) that reflects a different investment objective, policies and restrictions, whichever is filed or prepared, as the case may be, later; (ii) in accordance with the Investment Company 1940 Act, the Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, ; and (iii) in accordance with the Corporation’s charter articles of incorporation (the “Charter”) and by-lawsbylaws (the “Bylaws”), each as amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) formulate and implement the Corporation’s investment program; (ii) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (iiiii) identify/source, research, evaluate and negotiate the structure of the investments made by the CorporationCorporation (including performing due diligence on prospective portfolio companies); (iiiiv) close execute, close, service and monitor the Corporation’s investments, including the exercise of any rights in its capacity as a lender; (ivv) determine the securities and other assets that the Corporation will originate, purchase, retain, or sellsell and dispose of such securities and other assets, as appropriate; (vvi) perform due diligence on prospective exercise voting rights in respect of portfolio companiessecurities and other investments for the Corporation; and (vivii) provide the Corporation (and its subsidiaries) with such other investment advisory, research research, and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other and the purchase or sale transactions on behalf of the CorporationCorporation and its subsidiaries from time to time. In the event that the Corporation determines to acquire debt financing, the Adviser will shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation through a subsidiary of the Corporation or a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company 1940 Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6July 31, 20042012, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter articles of incorporation and by-laws, as each may be amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companiesinvestments; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6June 25, 20042010, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act Act, and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close close, monitor and monitor service the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation Company hereby employs retains the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s Registration Statement registration statement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form N-210 initially filed on May 24, dated February 6, 2004, 2013 (as the same shall be amended from time to time time) (as amended, the “Registration StatementForm 10”), ; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-lawslaws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act and the applicable rules and regulations thereunder. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) assist the Board with its valuation of the Company’s assets; (vii) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time and (viii) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire incur debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if applicable; (iii) any other applicable provision of law; (iv) the provisions of the Articles of Incorporation (the “Charter”) and the Bylaws of the Company, each as amended and/or restated from time to time; (v) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the CorporationCompany’s Registration Statement on Form N-210, dated February 6first filed with the Securities and Exchange Commission (the “SEC”) on [·], 2004, as the same shall be amended from time to time 2019 (as amended, the “Registration Statement”), (ii) in accordance with as they may be amended from time to time by the Investment Company Act Board upon written notice to the Adviser; and (iiivi) during any other policies and determinations of the term of this Agreement Board provided in accordance with all other applicable federal and state laws, rules and regulations, and writing to the Corporation’s charter and by-lawsAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close execute, monitor and monitor service the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) vote, exercise consents and exercise all other rights appertaining to such securities and other assets on behalf of the Company; and (vii) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 10 (as amended from time to time, the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”), and prior to the date on which the SEC declares the Company’s Registration Statement on Form N-2effective, dated February 6in accordance with the investment objective, 2004, policies and restrictions that are set forth in the Company’s confidential private placement memorandum as the same shall be amended from time to time (as amended, the “Registration StatementPPM”), ; (iiy) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-lawslaws as the same shall be amended from time to time; and (z) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companies; and (vivii) provide the Corporation Company with such other investment advisory, research research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 626, 20042013, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter articles of incorporation and by-laws, as each may be amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companiesinvestments; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser Subject to the Corporation overall supervision and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision review of the Board of Directors of the CorporationCompany (“Board”), the Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the period and upon the terms herein set forthCompany, (i) in accordance consistent with the investment objective, objective and policies and restrictions that are set forth in of the Corporation’s Registration Statement on Form N-2, dated February 6, 2004Company, as to the securities portfolio of the Company. The Adviser will determine from time to time what securities shall be purchased for the Company, what securities shall be held or sold by the Company, subject always to the provisions of the Company’s Articles of Incorporation, Bylaws, and to the investment objectives of the Company, as each of the same shall be amended from time to time (in effect, and subject, further, to such policies and instructions as amendedthe Board may from time to time establish. To carry out such determinations, the “Registration Statement”), (ii) Adviser will exercise full discretion and act for the Company in accordance the same manner and with the Investment same force and effect as the Company Act and (iii) during the term of this Agreement in accordance itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other applicable federal and state lawsthings necessary or incidental to the furtherance or conduct of such purchases, rules and regulations, and the Corporation’s charter and by-lawssales or other transactions. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the securities portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the securities investments made by the CorporationCompany; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companiessecurities; (iv) close and monitor the Company’s securities; (viv) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser Subject to the Corporation overall supervision and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision review of the Board of Directors of the CorporationCompany ("Board"), the Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the period and upon the terms herein set forthCompany, (i) in accordance consistent with the investment objectiveobjective and policies of the Company. The Adviser will be available to provide managerial assistance requested by the companies or vehicles in which the Company invests (collectively, policies "Portfolio Companies"). The Adviser will determine from time to time what securities shall be purchased for the Company, what securities shall be held or sold by the Company and restrictions that are set forth what portion of the Company's assets shall be held uninvested as cash or in other liquid assets, subject always to the Corporation’s Registration Statement on Form N-2provisions of the Company's Articles of Incorporation, dated February 6Bylaws, 2004and any registration statement of the Company under the 1940 Act and under the Securities Act of 1933 (the "1933 Act") covering the Company's shares, as may be filed with the Securities and Exchange Commission (the "Commission"), as any of the same shall may be amended from time to time, and to the investment objectives of the Company, as each of the same shall be from time (to time in effect, and subject, further, to such policies and instructions as amendedthe Board may from time to time establish. To carry out such determinations, the “Registration Statement”), (ii) Adviser will exercise full discretion and act for the Company in accordance the same manner and with the Investment same force and effect as the Company Act and (iii) during the term of this Agreement in accordance itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other applicable federal and state lawsthings necessary or incidental to the furtherance or conduct of such purchases, rules and regulations, and the Corporation’s charter and by-lawssales or other transactions. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companiesPortfolio Companies; (iv) close and monitor the Company's investments; (viv) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the "Board"), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), if applicable; (iii) any other applicable provision of law; (iv) the provisions of the Articles of Incorporation (the "Charter") and the Bylaws of the Company, each as amended and/or restated from time to time; (v) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the Corporation’s Company's Registration Statement on Form N-210, dated February 6first filed with the Securities and Exchange Commission (the "SEC") on November 22, 20042019 (the "Registration Statement"), as the same shall they may be amended from time to time (as amended, by the “Registration Statement”), (ii) in accordance with Board upon written notice to the Investment Company Act Adviser; and (iiivi) during any other policies and determinations of the term of this Agreement Board provided in accordance with all other applicable federal and state laws, rules and regulations, and writing to the Corporation’s charter and by-lawsAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close execute, monitor and monitor service the Corporation’s Company's investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) vote, exercise consents and exercise all other rights appertaining to such securities and other assets on behalf of the Company; and (vii) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the Corporation’s Company's investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s Company's behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the board of directors of the Corporation (the “Board of Directors of the CorporationDirectors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004filings with the Securities and Exchange Commission (the “SEC”), as the same shall be supplemented, amended or superseded from time to time (as amended, the “Registration Statement”)time, (ii) in accordance with the Investment Company Act, the Investment Advisers Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules laws and regulations, and (iii) in accordance with the Corporation’s charter certificate of incorporation and by-lawsbylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCorporation (including performing due diligence on prospective portfolio companies); (iii) close execute, close, service and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, retain or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds; and (vi) make an investment committee and personnel available to the Corporation so that it may provide all necessary Management Services to the Managed Subsidiaries. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance existing debt financing, the Adviser will shall arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If the Adviser determines it is necessary for the Adviser appropriate to make investments on behalf of form a subsidiary or special purpose vehicle through which the Corporation through a special purpose vehiclemay indirectly make investments, the Adviser shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle vehicle, to cause the Corporation to provide Management Services to such subsidiaries, and to make such investments through such subsidiary or special purpose vehicle in accordance with the Investment Company Actapplicable law.

Duties of the Adviser. (a) The Corporation Company hereby employs retains the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s Registration Statement registration statement on Form N-2N-2 (File No. 333-173318) initially filed on April 5, dated February 6, 2004, 2011 (as the same shall be amended from time to time time) (as amended, the “Company’s Registration Statement”), ; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-lawslaws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth. In the performance of its duties, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by (i) the provisions of the Investment Company Act, and of any rules or regulations in accordance with force thereunder, subject to the terms of any exemptive order applicable to the Company; (ii) the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if applicable; (iii) any other applicable provision of law; (iv) the provisions of the Articles of Incorporation (the “Charter”) and the Bylaws of the Company, each as amended and/or restated from time to time; (v) the investment objectiveobjectives, policies and restrictions that are applicable to the Company as set forth in the CorporationCompany’s Registration Statement on Form N-210, dated February 6first filed with the Securities and Exchange Commission (the “SEC”) on November 22, 2004, as the same shall be amended from time to time 2019 (as amended, the “Registration Statement”), (ii) in accordance with as they may be amended from time to time by the Investment Company Act Board upon written notice to the Adviser; and (iiivi) during any other policies and determinations of the term of this Agreement Board provided in accordance with all other applicable federal and state laws, rules and regulations, and writing to the Corporation’s charter and by-lawsAdviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close execute, monitor and monitor service the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) vote, exercise consents and exercise all other rights appertaining to such securities and other assets on behalf of the Company; and (vii) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation Company hereby employs retains the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s Registration Statement on Form N-2, dated February 6July 20, 20042017, as the same shall be amended from time to time (as amended, the “Registration Statement”), ; (iiy) in accordance with the Investment Company Act Act; and (iiiz) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter articles of incorporation and by-lawsbylaws as the same shall be amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) assist the Board with its valuation of the Company’s assets; (vi) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time; (vii) perform due diligence on prospective portfolio companies; (viii) exercise voting rights in respect of the Company’s portfolio securities and other investments; (ix) serve on, and exercise observer rights for, boards of directors and similar committees of the Company’s portfolio companies; and (vix) provide the Corporation Company with such other investment advisory, research research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire or refinance any debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2Statement, dated February 6, 2004[ ], as the same shall may be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs engages the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s 's Registration Statement on Form N-2, dated February 6April __, 2004, as the same shall be amended from time to time (as amended, the “"Registration Statement”"), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s 's charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s 's investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) arrange for, structure and negotiate financing for the Corporation (including collateralized debt obligation transactions and securitizations); and (vivii) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s 's investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s 's behalf, subject to the oversight and approval of the Corporation’s 's Board of Directors. If it is necessary for the Adviser to make investments or arrange financing on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments or arrange such financing through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser Subject to the Corporation overall supervision and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision review of the Board of Directors of the CorporationCompany (“Board”), the Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the period and upon the terms herein set forthCompany, (i) in accordance consistent with the investment objectiveobjective and policies of the Company. The Adviser will determine from time to time what securities shall be purchased for the Company, policies what securities shall be held or sold by the Company and restrictions that are set forth what portion of the Company’s assets shall be held uninvested as cash or in other liquid assets, subject always to the Corporationprovisions of the Company’s Registration Statement on Form N-2Articles of Incorporation, dated February 6Bylaws, 2004and its registration statement under the Investment Company Act of 1940, as amended (the “1940 Act”) and under the Securities Act of 1933, as amended, covering the Company’s shares, as filed with the Securities and Exchange Commission (the “Commission”), as any of the same shall may be amended from time to time, and to the investment objectives of the Company, as each of the same shall be from time (to time in effect, and subject, further, to such policies and instructions as amendedthe Board may from time to time establish. To carry out such determinations, the “Registration Statement”), (ii) Adviser will exercise full discretion and act for the Company in accordance the same manner and with the Investment same force and effect as the Company Act and (iii) during the term of this Agreement in accordance itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other applicable federal and state lawsthings necessary or incidental to the furtherance or conduct of such purchases, rules and regulations, and the Corporation’s charter and by-lawssales or other transactions. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (iv) close and monitor the Company’s investments; (viv) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation Company hereby employs the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s registration statement on Form 10 (as amended from time to time, the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”), and prior to the date on which the SEC declares the Company’s Registration Statement on Form N-2effective, in accordance with the investment objective, policies and restrictions that are set forth in the Company’s confidential private placement memorandum dated February 6, 2004April 2020, as the same shall be amended from time to time (as amended, the “Registration StatementPPM”), ; (iiy) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-lawslaws as the same shall be amended from time to time; and (z) in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company’s investments consist mainly of shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companies; and (vivii) provide the Corporation Company with such other investment advisory, research research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, in accordance with (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6________, 20042009, as the same shall be amended from time to time (as amended, the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”), (ii) in accordance with the Investment Company 1940 Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and (iii) the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds, in each case, consistent with the Fund’s investment objective, policies and limitations specified in the Registration Statement. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company 1940 Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration 's Information Statement on Form N-2Schedule 14C, dated February 6May 17th, 20042006, as the same shall be amended from time to time (as amended, the “Registration "Information Statement”"), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s 's charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s 's investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s 's investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s 's behalf, subject to the oversight and approval of the Corporation’s 's Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation Company hereby employs retains the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationBoard, for the period and upon the terms herein set forth, (ix) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s Registration Statement registration statement on Form N-2, dated February 6, 2004, 10 (as the same shall be amended from time to time (as amendedtime, the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”), ; (iiy) in accordance with the Investment Company Act Act; and (iiiz) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter articles of incorporation and by-lawsbylaws as the same shall be amended from time to time. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, : (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) assist the Board with its valuation of the Company’s assets; (vi) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time; (vii) perform due diligence on prospective portfolio companies; (viii) exercise voting rights in respect of the Company’s portfolio securities and other investments; (ix) serve on, and exercise observer rights for, boards of directors and similar committees of the Company’s portfolio companies; and (vix) provide the Corporation Company with such other investment advisory, research research, and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary or appropriate for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to shall act as the investment adviser to the Corporation Fund and to shall manage the investment and reinvestment investments of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) Fund in accordance with the investment objective, policies programs and restrictions that are set forth of the Fund as provided in the Corporation’s Registration Statement on Form N-2Trust's governing documents, dated February 6including, 2004without limitation, the Trust's Agreement and Declaration of Trust and By-Laws, or otherwise and such other limitations as the same shall be amended Trustees may impose from time to time (as amendedin writing to the Adviser. In this regard, the “Registration Statement”Adviser shall regularly make decisions as to what securities and other investments to purchase and sell on behalf of the Fund, and shall effect the purchase and sale of such investments. The Adviser shall also have discretion to vote any proxy solicited by the Fund's portfolio company, again subject to the ultimate supervision of the Board. In performing these services, the Adviser may hire one or more sub-advisers (the "Sub-Adviser") for the Fund to carry out the investment program of the Fund (subject to the approval of the Trust's Board of Trustees and shareholders of the Fund (including the initial sole shareholder of the Fund, except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the Securities and Exchange Commission ("SEC"), (ii) in accordance with or by rule or regulation). To the Investment Company Act extent that the Adviser does hire any Sub-Adviser, it will thereafter continuously review, supervise and (iiiwhere appropriate) during administer the term investment program of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-lawsFund. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, or direct any Sub-Adviser to: (i) determine furnish the composition Funds with advice and recommendations with respect to the investment of the portfolio of the Corporation, the nature and timing of the changes therein Fund's assets and the manner purchase and sale of implementing portfolio securities for the Fund, including selecting brokers and effecting transactions or taking of such changesother steps as may be necessary to implement such advice and recommendations; (ii) identifyfurnish the Fund with reports, evaluate statements and negotiate other data on securities, economic conditions and other pertinent subjects which the structure Trust's Board of the investments made by the CorporationTrustees may reasonably request; (iii) close manage the investments of the Fund, subject to the ultimate supervision and monitor direction of the Corporation’s investmentsTrust's Board of Trustees; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sellvote proxies solicited by portfolio companies; (v) perform due diligence on prospective portfolio companiesprovide persons satisfactory to the Trust's Board of Trustees to act as officers and employees of the Trust and the Fund (such officers and employees, as well as certain trustees, may be trustees, directors, officers, partners, or employees of the Adviser or its affiliates) but not including personnel to provide administrative services or distribution services to the Fund; and (vi) provide render to the Corporation Trust's Board of Trustees such periodic and special reports with such other respect to the Fund's investment advisory, research and related services activities as the Corporation may, from time to time, Board may reasonably require for the investment of its fundsrequest. The Adviser shall have the power investment policies and authority on behalf all other actions of the Corporation to effectuate its investment decisions for the Corporation, including the execution Fund are and delivery of shall at all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, times be subject to the oversight control and approval direction of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company ActTrustees.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, Corporation (the “Board of Directors,” the members thereof referred to herein as the “Directors”) for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Prospectus and Statement on Form N-2of Additional Information, dated February 6April 18, 20042002, as the same shall be amended from time to time and/or as described in the Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (as amended, the “Registration StatementSEC”), (ii) in accordance with the Investment Company Act Act; and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have the authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objectiveobjectives, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6___, 20042006, as the same shall be amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act Act, subsequent to the time that the Corporation becomes a business development company, and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close close, monitor and monitor service the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; and (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation Company hereby employs appoints the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as reports and/or registration statements that the same shall be amended Company files with the Securities and Exchange Commission (the “SEC”) from time to time (as amended, the “Registration Statement”), time; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-lawslimited liability company agreement. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (iA) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (iiB) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iiiC) close execute, close, monitor and monitor service the CorporationCompany’s investments; (ivD) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (vE) perform due diligence on prospective portfolio companies; and (viF) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the negotiation, execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation determines to acquire debt financingThe Adviser is hereby authorized, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicleCompany and at the direction of the Board pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, the Adviser shall have authority Company’s investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to create or arrange for the creation of such special purpose vehicle and any claims relating to make such investments through such special purpose vehicle in accordance and other property and funds, including with the Investment Company Actrespect to litigation, bankruptcy or other reorganization.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser Subject to the Corporation overall supervision and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision review of the Board of Directors Trustees of the CorporationCompany (“Board”), the Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the period and upon the terms herein set forthCompany, (i) in accordance consistent with the investment objectiveobjective and policies of the Company. The Adviser will determine from time to time what securities shall be purchased for the Company, policies what securities shall be held or sold by the Company and restrictions that are set forth what portion of the Company’s assets shall be held uninvested as cash or in other liquid assets, subject always to the Corporationprovisions of the Company’s Registration Statement on Form N-2Agreement and Declaration of Trust dated July 19, dated February 6, 20042018, as the same shall be amended from time to time (as amended, the “Registration StatementDeclaration of Trust”), (ii) in accordance with Bylaws, and its registration statement under the Investment Company Act of 1940, as amended (the “1940 Act”) and under the Securities Act of 1933, as amended, covering the Company’s shares, as filed with the Securities and Exchange Commission (iii) during the term “Commission”), as any of this Agreement the same may be amended from time to time, and to the investment objectives of the Company, as each of the same shall be from time to time in accordance effect, and subject, further, to such policies and instructions as the Board may from time to time establish. To carry out such determinations, the Adviser will exercise full discretion and act for the Company in the same manner and with the same force and effect as the Company itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other applicable federal and state lawsthings necessary or incidental to the furtherance or conduct of such purchases, rules and regulations, and the Corporation’s charter and by-lawssales or other transactions. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (iv) close and monitor the Company’s investments; and (viv) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation Company hereby employs retains the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s Registration Statement registration statement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form N-210 initially filed on February 11, dated February 6, 2004, 2013 (as the same shall be amended from time to time time) (as amended, the “Form 10”) prior to the filing by the Company of any registration statement under the Securities Act of 1933, as amended (the “Securities Act”), pertaining to an initial public offering (an “IPO”) by the Company (the “IPO Registration Statement”), (ii) and following the filing of the IPO Registration Statement in accordance with the Investment Company Act investment objective, policies and restrictions that are set forth therein (iiias the same shall be amended from time to time); (ii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter and by-lawslaws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act and the applicable rules and regulations thereunder. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) assist the Board with its valuation of the Company’s assets; (vii) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time and (viii) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire incur debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage advise on the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in established by the Corporation’s Registration Statement on Form N-2, dated February 6, 2004Board of the Corporation and its Investment Committee, as the same shall be amended from time to time (as amended, the “Registration StatementInvestment Policies”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine advise on the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and help negotiate the structure of the investments made by the Corporation; (iii) close advise on and monitor the Corporation’s investments; (iv) provide advice to determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; (vi) advise and assist in the quarterly and annual valuation of portfolio company investments; and (vivii) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Duties of the Adviser. (a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004Statement, as the same shall may be amended from time to time (as amendedtime, the “Registration Statement”), (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Actvehicle.

Duties of the Adviser. (a) The Corporation Company hereby employs retains the Adviser to act as the investment adviser to the Corporation Company and to manage the investment and reinvestment of the assets of the CorporationCompany, subject to the supervision of the Board of Directors of the CorporationCompany (the “Board”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective, policies and restrictions that are set forth in the CorporationCompany’s Registration Statement on Form N-2, dated February 6, 2004filings made with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as the same shall be amended from time to time (as amended, the “Registration StatementExchange Act”), including its registration statement on Form 10, and the Investment Company Act, and in the Company’s reports to its stockholders; (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the CorporationCompany’s charter articles of amendment and restatement and by-lawslaws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act and the applicable rules and regulations thereunder. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the CorporationCompany, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the CorporationCompany; (iii) close and monitor the CorporationCompany’s investments; (iv) determine the securities and other assets that the Corporation Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) assist the Board with its valuation of the Company’s assets; (vii) direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time and (viii) provide the Corporation Company with such other investment advisory, research and related services as the Corporation Company may, from time to time, reasonably require for the investment of its funds. The Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Corporation Company to effectuate its investment decisions for the CorporationCompany, including the execution and delivery of all documents relating to the CorporationCompany’s investments and the placing of orders for other purchase or sale transactions on behalf of the CorporationCompany. In the event that the Corporation Company determines to acquire incur debt financing, the Adviser will arrange for such financing on the CorporationCompany’s behalf, subject to the oversight and approval of the Corporation’s Board of DirectorsBoard. If it is necessary for the Adviser to make investments on behalf of the Corporation Company through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act).