Common use of Services to be Performed Clause in Contracts

Services to be Performed. Subject always to the supervision of Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any written objectives, policies, procedures or limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees (the "Board of Trustees" or the "Board") and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities and other instruments for the Fund’s 's investment portfolio, all on behalf of the Fund and as described in the Fund’s initial 's most recent effective registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of same and such changesinvestment policies described therein may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing and (d) assist in the valuation of portfolio securities held by the Fund as requested by the Manager of the Fund. The Fund or the Manager will provide the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Manager to the Sub-Adviser. For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the "First Trust Fund complex") or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the Fund or any fund in the First Trust Fund complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund's portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund's portfolio concerning transactions for the fund in securities or other assets. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fundthe Trust’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 N-1A (File No. 811-22523) as declared effective the same may thereafter be amended from time to time and communicated by the Securities and Exchange Commission, consistent with Fund or the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as Adviser to the Sub-Adviser is notified of such changesin writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will in all material respects (a) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will (b) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. Manager will provide The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the FundTrust’s Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions to brokers or dealers furnishing such services sold, as well as expenses incurred in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly vote proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Adviser’s written Proxy Policies and Procedures, and communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 0000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of the Fund, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 ActAct or rules adopted thereunder. The Sub-Adviser further agrees that it:

Services to be Performed. (a) Subject always to the supervision oversight of Fund’s the Trust's Board of Trustees (the "Board of Trustees") and the Manager, the Sub-Adviser will act as sub-adviser for and manage on a discretionary basis the investment and reinvestment of the assets of each Fund allocated to the Sub-Adviser from time to time, furnish an investment program in respect of, make investment decisions for, report such investment decisions to the Manager and if authorized under Section 3 hereof, place all orders (either directly or through the Manager) for the purchase and sale of securities and other assets for the respective Fund’s 's investment portfolio, all on behalf of the such Fund and as described in the consistent with such Fund’s initial 's currently effective registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and N-1A as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (i) satisfy its any applicable fiduciary duties it may have to the applicable Fund, will (ii) monitor the a Fund’s 's investments in securities or other instruments selected for the Fund by the Sub-Adviser hereunderAdviser, and will (iii) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (iv) comply with (A) the investment objectives, policies and restrictions stated in the applicable Fund's most recently effective prospectus and statement of additional information, (B) such other investment objectives, policies, restrictions or instructions as the Fund, Manager or the Trust's Board of Trustees may communicate to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-laws, prospectus and any amendments theretoin writing, and (C) any written changes to the objectives, policies, procedures restrictions or limitations not appearing therein instructions required under the foregoing (A) and (B) as they may be relevant communicated to the Sub-Adviser’s performance under this AgreementAdviser in writing, and (v) provide assistance in connection with the valuation of portfolio assets held by the respective Fund as reasonably requested by the Manager or the respective Fund. The Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the applicable Fund and to consult with each other regarding the investment affairs of the such Fund. Each Fund or the Manager shall provide the Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis current copies of all proxies the Trust's Declaration of Trust, the Trust's By-laws, the respective Fund's prospectus and shareholder communications relating statement of additional information and any amendments thereto, and any policies or limitations not appearing therein as they may be relevant to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund 's performance under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. Sub-Adviser further agrees that it:.

Services to be Performed. Subject always to the supervision of the Fund’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives objectives, policies and restrictions of the Fund described therein Fund, as such objectives, policies and as they restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. Manager The Adviser will provide the Sub-Adviser with current copies of the Fund’s Declaration of Trust, Trust and By-laws, prospectus laws and any amendments thereto, and any written objectives, policies, procedures or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and Manager the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to Manager the Adviser with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to The Sub-Adviser will vote proxies solicited by or Sub-Adviser’s designated proxy agent on a timely basis copies with respect to the issuers of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Fund allocated by the Adviser to the Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent are invested, consistent with the Sub-Adviser’s proxy voting guidelines guidelines, as in effect from time to time, and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, voted including the name of the corresponding issuers. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or and other services services, if any, that may be provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of the Fund, Manager, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fundthe Trust’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 N-1A (File No. 333-167073) as declared effective the same may thereafter be amended from time to time and communicated by the Securities and Exchange Commission, consistent with Fund or the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as Adviser to the Sub-Adviser is notified of such changesin writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will in all material respects (a) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will (b) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. Manager will provide The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the FundTrust’s Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions to brokers or dealers furnishing such services sold, as well as expenses incurred in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly vote proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Adviser’s written Proxy Policies and Procedures, and communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 0000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of the Fund, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 ActAct or rules adopted thereunder. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives objectives, policies and restrictions of the Fund described therein Fund, as such objectives, policies and as they restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager The Adviser will provide the Sub-Adviser with current copies of the Fund’s Declaration of Trust, Trust and By-laws, prospectus laws and any amendments thereto, and any written objectives, policies, procedures or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and Manager the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to Manager the Adviser with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to The Sub-Adviser will vote proxies solicited by or Sub-Adviser’s designated proxy agent on a timely basis copies with respect to the issuers of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Fund allocated by the Adviser to the Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent are invested, consistent with the Sub-Adviser’s proxy voting guidelines guidelines, as in effect from time to time, and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, voted including the name of the corresponding issuers. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or and other services services, if any, that may be provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of the Fund, Manager, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s Board of Trustees and the Manager, Sub-Adviser Commodity Subadvisor will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of futures contracts, forward contracts, options on futures contracts and other commodity interests (“Commodity Interests”) and securities for issued by the Fund’s investment portfolioUnited States Department of the Treasury (“Collateral”), all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 S-1 as declared effective by the United States Securities and Exchange CommissionCommission (the “Registration Statement”), consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changestherein. In the performance of its activities and duties, Sub-Adviser Commodity Subadvisor will satisfy its fiduciary duties to the Fund, will select and monitor on at least a daily basis the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderCommodity Interests and Collateral, and will comply with the provisions of the Fund’s Declaration of Trust and By-lawsTrust Agreement (the “Trust Agreement”) as filed with the Registration Statement, as the Trust Agreement may be amended from time to timetime (to the extent Commodity Subadvisor has been provided with amendments), and the Fund’s investment objectives, policies and restrictions of as disclosed in the FundRegistration Statement, to the extent the Sub-Adviser has been notified of as such investment objectives, policies and restrictionsrestrictions may be amended from time to time (to the extent Commodity Subadvisor has been provided such amendments). Manager will provide Sub-Adviser with current copies Commodity Subadvisor acknowledges receipt of the Fund’s Declaration of Trust, By-lawsorganizational documents, prospectus and any amendments theretothereto as of the date hereof. All commissions and expenses arising from the trading of Commodity Interests, or other transactions in the course of the administration of the Fund’s account, shall be charged to the Fund’s account with its clearing broker(s). Manager shall deliver to Commodity Subadvisor, and any written objectivesrenew when necessary, policies, procedures or limitations not appearing therein a commodity trading authorization appointing Commodity Subadvisor as they may be relevant to Subthe Fund’s agent and attorney-Adviser’s performance under this Agreement. Subin-Adviser fact for the purpose of trading Commodity Interests and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs Collateral on behalf of the Fund. Sub-Adviser Commodity Subadvisor may place orders for Commodity Interest transactions and purchases and sales of Collateral for the Fund through broker/dealers and futures commission merchants (“FCMs”) selected by Commodity Subadvisor; provided that Commodity Subadvisor will report provide Manager and the Fund on a quarterly basis (or more frequently as reasonably requested by Manager) with a list of the broker/dealers and FCMs Commodity Subadvisor is then using (as of the date hereof, the initial list is set forth on Exhibit A hereto), and Manager may, after receiving such list, object in its sole discretion to the Board use of Trustees and to one or more broker/dealers or FCMs due to, among other reasons, a reasonable belief by Manager with respect that the use of such broker/dealer(s) or FCM(s) would be detrimental to the implementation of Fund and its investors, and Commodity Subadvisor shall cease using such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser broker/dealers or Sub-Adviser’s designated proxy agent FCMs on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests behalf of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to Commodity Subadvisor shall use its commercially reasonable efforts to obtain a combination of best price and execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, and the size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities a Commodity Interest or Collateral be purchased from the Fund or sold by the Fund to the Manager, Sub-Adviser Commodity Subadvisor or any affiliated person of the Fund, Manager, Fund or Sub-AdviserCommodity Subadvisor, except as may be permitted under with the 1940 Actwritten consent of the Manager. Sub-Adviser Commodity Subadvisor further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s Board of Trustees and the Manager, Sub-Adviser Commodity Subadvisor will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfoliofutures contracts, forward contracts, options on futures contracts and other commodity interests (“Commodity Interests”), all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 S-1 as declared effective by the United States Securities and Exchange CommissionCommission (the “Registration Statement”), consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changestherein. In the performance of its duties, Sub-Adviser Commodity Subadvisor will satisfy its fiduciary duties to the Fund, will select and monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, Commodity Interests and will comply with the provisions of the Fund’s Declaration of Amended and Restated Trust and By-lawsAgreement (the “Trust Agreement”) as filed with the Registration Statement, as the Trust Agreement may be amended from time to timetime (to the extent Commodity Subadvisor has been notified in writing of such amendments at least 90 days prior to effectiveness), and the Fund’s investment objectives, policies and restrictions of as disclosed in the FundRegistration Statement, to the extent the Sub-Adviser has been notified of as such investment objectives, policies and restrictionsrestrictions may be amended from time to time (to the extent Commodity Subadvisor has been notified in writing of such amendments at least 90 days prior to effectiveness). Manager will provide Sub-Adviser Commodity Subadvisor with current copies of the Fund’s Declaration of Trust, By-lawsorganizational documents, prospectus and any amendments thereto, and any written objectivesobjectives (as contained in the investment guidelines, if any), policies, procedures or limitations not appearing therein as they may be relevant to Sub-AdviserCommodity Subadvisor’s performance under this Agreement, all of which will be binding on Commodity Subadvisor upon receipt thereof from Manager at least 90 days prior to effectiveness. Sub-Adviser Commodity Subadvisor and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser Commodity Subadvisor will report to the Board of Trustees and to Manager with respect to Commodity Subadvisor’s services hereunder. All commissions and expenses arising from the implementation trading of such program. Manager shall arrange for Commodity Interests, or other transactions in the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies course of all proxies and shareholder communications relating to securities in which assets the administration of the Fund’s investment portfolio are investedaccount, shall be charged to the Fund’s account with its clearing broker(s). The SubManager shall deliver to Commodity Subadvisor, and renew when necessary, a commodity trading authorization appointing Commodity Subadvisor as the Fund’s agent and attorney-Adviser will vote all such proxies delivered to Subin-Adviser or Sub-Adviser’s designated proxy agent consistent with fact for the Sub-Adviser’s proxy voting guidelines and the best interests purpose of trading Commodity Interests on behalf of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting All trades for the account of proxies the Fund directed by Commodity Subadvisor shall be made through such clearing broker or brokers as Manager directs (each, a “clearing broker”). Notwithstanding the foregoing, Commodity Subadvisor may place orders for Commodity Interest transactions for the Fund through executing brokers or floor brokers selected by Commodity Subadvisor and may execute on behalf of the Fund and upon reasonable request “give-up” agreements with such executing brokers or floor brokers where necessary; provided that Commodity Subadvisor will provide Manager and the Fund on a report setting forth quarterly basis with a list of the proposals voted executing brokers or floor brokers Commodity Subadvisor is then using, and Manager may, within 5 days of receiving such list after consultation with Commodity Subadvisor, object to the use of an executing broker or floor broker because the Manager reasonably believes the use of such executing broker or floor broker would be detrimental to the Fund and its investors, and Commodity Subadvisor shall cease using such broker on and how behalf of the Fund. Any over-the-counter contracts in Commodity Interests transacted for the Fund’s shares were voted, including account will be effected through the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a clearing broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fundaffiliates, as agreed upon between Commodity Subadvisor and Manager. Commodity Subadvisor from time to time may select other dealers through which it exercises investment discretionany such contracts will be traded, with the prior written consent of Manager. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. Sub-Adviser Commodity Subadvisor further agrees that it:

Services to be Performed. Subject always to the supervision of Fundthe Trust’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 N-1A (File No. _____________) as declared effective the same may thereafter be amended from time to time and communicated by the Securities and Exchange Commission, consistent with Fund or the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as Adviser to the Sub-Adviser is notified of such changesin writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will in all material respects (a) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will (b) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. Manager will provide The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the FundTrust’s Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions to brokers or dealers furnishing such services sold, as well as expenses incurred in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly vote proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Adviser’s written Proxy Policies and Procedures, and communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 0000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of the Fund, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 ActAct or rules adopted thereunder. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of FundManager and the Trust’s Board of Trustees and (the Manager“Board”), Sub-Adviser will is authorized to furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities futures contracts, forward contracts, options on futures contracts and other commodity interests (“Commodity Interests”) for the portion of each Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective portfolio allocated by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Manager to Sub-Adviser is notified of such changesAdviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the FundTrust, will select and monitor the each Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderCommodity Interests, and will comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, each as amended from time to timetime (the “Trust Documents”), and the stated investment objectives, policies and restrictions of the each Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s Declaration prospectus and Statement of Trust, By-laws, prospectus Additional Information and any amendments thereto, and any written objectives, policies, procedures policies or limitations restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the each Fund and to consult with each other regarding the investment affairs of the each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of such programits investment program for each Fund. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies All commissions and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with expenses arising from the Sub-Adviser’s proxy voting guidelines and the best interests trading of Commodity Interests on behalf of the Fund, or other transactions in the course of the administration of the Fund’s account, shall be charged to the applicable Fund’s account with its clearing broker(s). The Manager shall deliver to Sub-Adviser, and renew when necessary, a commodity trading authorization appointing Sub-Adviser as the Funds’ agent and attorney-in-fact for the purpose of trading Commodity Interests on behalf of the Funds. All trades for the accounts of the Funds directed by Sub-Adviser shall be made through such clearing broker(s) as Manager directs. Notwithstanding the foregoing, Sub-Adviser may place orders for transactions in Commodity Interests for the Funds through executing brokers or floor brokers selected by Sub-Adviser and may execute on behalf of the Funds “give-up” agreements with such executing brokers or floor brokers where necessary; provided that (i) Sub-Adviser will maintain appropriate records detailing use its voting best efforts to obtain best execution of proxies each Fund’s transactions and (ii) Sub-Adviser will provide Manager and the Funds on a quarterly basis with a list of the executing brokers or floor brokers Sub-Adviser is then using, and Manager may, within 5 days of receiving such list after consultation with Sub-Adviser, object to the use of an executing broker or floor broker because the Manager reasonably believes the use of such executing broker or floor broker would be detrimental to the Funds and their investors, and Sub-Adviser shall cease using such broker on behalf of the Fund Funds. Any over-the-counter contracts in Commodity Interests transacted for the Funds’ accounts will be effected through the clearing broker or its affiliates, as agreed upon between Sub-Adviser and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuersManager. Sub-Adviser is authorized from time to time may select other dealers through which any such contracts will be traded, with the brokers or dealers that will execute the purchases and sales prior written consent of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s 's Board of Trustees and the Manager, Sub-Adviser will act as sub-adviser for, and to manage the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s 's investment portfolio, all on behalf of the Fund and as described in the investment policy sections of the Fund’s 's initial registration statement on Form N-2 (File No. 333-114131) as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or Manager to Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or Manager to Sub-Adviser in writing. The Fund or Manager will provide has provided Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), Sub-Adviser may select brokers or dealers affiliated with Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the advantageous selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund would be benefited by supplemental servicesand Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services have available funds for investment, investments suitable and appropriate for each will be allocated in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the a manner believed by Sub-Adviser determined to be equitable to each, although such allocation may result in good faith a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities or loans of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities or loans for another client. The Sub-Adviser will properly vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by Manager to Sub-Adviser are invested, consistent with its proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund's xxxxxxxx and procedures, (b) Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees have approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s the Trust's Board of Trustees (the "Board of Trustees"), the Manager and the ManagerSub-Adviser, the Sub-Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the securities and other assets of the Fund allocated to the Sub-Sub-Adviser from time to time by the Sub-Adviser (the "Sub-Sub-Advised Assets"), furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Manager) for the purchase and sale of securities for the Fund’s investment portfolioSub-Sub-Advised Assets, all on behalf of the Fund and as described in consistent with the investment guidelines provided by the Manager or the Sub-Adviser to the Sub-Sub-Adviser and the Fund’s initial 's currently effective registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and N-1A as they both may subsequently hereafter be changed amended from time to time and communicated by the Fund’s Board of Trustees and publicly described and as , the Manager or the Sub-Adviser is notified of such changesto the Sub-Sub-Adviser in writing. In the performance of its duties, the Sub-Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s 's investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments allocated to it, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund, and the Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing, (d) comply with (i) the investment objectivesobjective, policies and restrictions of stated in the Fund, 's most recently effective prospectus and statement of additional information that are applicable to the extent Fund's investment portfolio, (ii) such other investment policies, restrictions or instructions as the Manager, the Trust's Board of Trustees or the Sub-Adviser has been notified may communicate to the Sub-Sub-Adviser in writing, and (iii) any changes to the objective, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Sub-Adviser in writing and (e) assist in the valuation of such objectivesportfolio assets held by the Fund as reasonably requested by the Manager, policies and restrictionsthe Fund or the Sub-Adviser. The Fund, the Manager will or the Sub-Adviser shall provide the Sub-Sub-Adviser with current copies of the Fund’s Trust's Declaration of Trust, By-laws, prospectus the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. If the Sub-Sub-Adviser and Manager will each make its officers and employees available has a question about whether any proposed transaction with respect to the other from time to time at reasonable times to review investment policies of the Fund and to would be in compliance with such documentation, it may consult with each other regarding the investment affairs of Manager or the Fund. Sub-Adviser, and the Manager or the Sub-Adviser will report to provide instructions upon which the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies may rely in purchasing and shareholder communications relating to selling securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of for the Fund. The Sub-Sub-Adviser is responsible for voting in respect of securities held in the Fund's portfolio and will maintain appropriate records detailing its exercise or not exercise a right to vote in accordance with the Sub-Sub-Adviser's proxy voting policy, a copy of proxies which has been provided to the Manager. The Sub-Sub-Adviser shall promptly notify the Manager and the Fund of any material change in the voting policy. The Sub-Sub-Adviser is permitted to represent any holdings on behalf of the Fund at any ordinary or special meeting of shareholders and upon reasonable request will provide a report setting forth has the proposals voted on and how right to exercise any voting rights or any other similar or connected rights. Unless otherwise provided by the Fund’s shares were votedManager or the Sub-Adviser, including the name of the corresponding issuers. Sub-Sub-Adviser is authorized to select the brokers brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities for the FundSub-Sub-Advised Assets, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including if applicable Rule 17e-1 under the 1940 Act), the Sub-Sub-Adviser may select brokers or dealers affiliated with the Sub-Sub-Adviser. It is understood that the Sub-Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Sub-Adviser or its affiliates, if in the Sub-Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserSub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund, the Manager and Sub-Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities, assets or instruments for another client. The Sub-Sub-Adviser will not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Funx'x xxxxcies and procedures, (b) the Sub-Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided that herein, which policies and procedures will become binding upon the Sub-Sub-Adviser upon delivery by the Fund, the Manager or the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation of written notice thereof to the services providedSub-Sub-Adviser; provided that, notwithstanding the foregoing, (a) the Manager or Sub-Adviser, as applicable, shall provide not less than sixty (60) days' written notice to the Sub-Sub-Adviser prior to adopting any policy of procedure that materially modifies or restricts the investment strategy, investment guidelines or investment policies and (b) the Sub-Sub-Adviser will not be deemed to be in breach of its obligations hereunder as a result of any non-compliance with any policy or procedure that otherwise modifies or restricts the execution of the Fund's portfolio transactions if the Sub-Sub-Adviser uses commercially reasonable efforts to conform to such policy and procedure as promptly as reasonably practicable after receiving written notice thereof. The Sub-Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust and the Sub-Adviser such information relating to transactions for the Fund as they any of the foregoing may reasonably request. In no instance will the Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser, the Sub-Sub-Adviser or any affiliated person of the FundTrust, the Manager, the Sub-Adviser or the Sub-Sub-Adviser, except as may be permitted under the 1940 Act. Act and under no circumstances will the Sub-Sub-Adviser further select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. To enable the Sub-Sub-Adviser to comply with the foregoing provision, the Manager agrees that it:it will

Services to be Performed. Subject always to the supervision of Fund’s 's Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s 's investment portfolioportfolio allocated to the Sub-Adviser by the Manager, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered solicited by or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by the Adviser to the Sub-Adviser or Sub-Adviser’s designated proxy agent are invested, consistent with the Sub-Adviser’s its proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s 's shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Sub-Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Fund's Board of Trustees from time to time. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer (including the Sub-Adviser's internal broker-dealer) a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. ; Sub-Adviser further agrees that it:

Services to be Performed. (a) Subject always to the supervision of Fundthe Trust’s Board of Trustees (the “Board of Trustees” or the “Board”) and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of each Fund allocated to the Sub-Adviser from time to time, furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Manager) for the purchase and sale of securities and other assets for the each Fund’s investment portfolio, all on behalf of the such Fund and also as described in the Fund’s initial most current effective registration statement on Form N-2 N-1A, or any successor form thereto, and as declared effective by the Securities and Exchange Commission, consistent with same may thereafter be amended from time to time. The Sub-Adviser will be responsible for the investment objectives and restrictions of only the Fund described therein and as they may subsequently be changed by assets which the Fund’s Board of Trustees and publicly described and as Manager allocates to the Sub-Adviser is notified for management under this Agreement, plus all investments, reinvestments and proceeds of such changesthe sale thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation thereof and withdrawals by the Manager therefrom there being no minimum or maximum percentage of the Fund’s assets to be allocated to the Sub-Adviser from time to time hereunder. In the performance of its dutiesduties with regard to the assets allocated to the Sub-Adviser, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the each Fund, will (b) monitor the each Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments, and will (c) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by a Fund or the Manager to the Sub-Adviser, and (d) comply with (i) the respective investment objectivesobjective(s), policies and restrictions stated in the applicable Fund’s most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Fund, Manager or the Trust’s Board of Trustees may communicate to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-laws, prospectus and any amendments theretoin writing, and (iii) any written changes to the objectives, policies, procedures restrictions or limitations not appearing therein instructions required under the foregoing (i) and (ii) as they may be relevant communicated to the Sub-Adviser’s performance under this AgreementAdviser in writing and (e) assist in the valuation of portfolio assets held by each Fund as requested by the Manager or the respective Fund. The Sub-Adviser and the Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the Fund Funds and to consult with each other regarding the investment affairs of the FundFunds. Each Fund or the Manager will provide the Sub-Adviser will report to with current copies of the Board Trust’s Declaration of Trustees Trust, the Trust’s By-laws, and to Manager with respect to the implementation of any Fund objectives, policies or limitations not appearing in such program. Manager shall arrange for the Fund’s custodian prospectus or statement of additional information as they may be relevant to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund performance under this Agreement. Each Fund’s prospectus, or otherwise, solely by reason each Fund’s statement of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by additional information and any amendments thereto are made available on such member, broker or dealer, viewed in terms of that particular transaction or the Sub-AdviserFund’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. Sub-Adviser further agrees that it:public website.

Services to be Performed. Subject always to the supervision of FundTrust’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the FundTrust, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the each Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the FundTrust’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable best efforts to obtain best execution, which includes most favorable net results and execution of the FundTrust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundTrust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund Trust such information relating to transactions for the each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the FundTrust, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Adviser and the Fund’s Board of Trustees and Directors, the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolioportfolio allocated by the Adviser to the Sub-Adviser, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives objectives, policies and restrictions of the Fund described therein Fund, as such objectives, policies and as they restrictions may subsequently be changed by the Fund’s Board of Trustees Directors and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration Articles of Trust Incorporation and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager The Adviser will provide the Sub-Adviser with current copies of the Fund’s Declaration Articles of Trust, Incorporation and By-laws, prospectus laws and any amendments thereto, and any written objectives, policies, procedures or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and Manager the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees Directors and to Manager the Adviser with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to The Sub-Adviser will vote proxies solicited by or Sub-Adviser’s designated proxy agent on a timely basis copies with respect to the issuers of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Fund allocated by the Adviser to the Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent are invested consistent with the Sub-Adviser’s proxy voting guidelines guidelines, as in effect from time to time, and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or and other services services, if any, that may be provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees directors of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of the Fund, Manager, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s the Trust's Board of Trustees (the "Board of Trustees"), the Manager and the ManagerSub-Adviser, the Sub-Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the securities and other assets of the Fund allocated to the Sub-Sub-Adviser from time to time by the Sub-Adviser (the "Sub-Sub-Advised Assets"), furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Manager) for the purchase and sale of securities for the Fund’s investment portfolioSub-Sub-Advised Assets, all on behalf of the Fund and as described in consistent with the investment guidelines provided by the Manager or the Sub-Adviser to the Sub-Sub-Adviser and the Fund’s initial 's currently effective registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and N-1A as they both may subsequently hereafter be changed amended from time to time and communicated by the Fund’s Board of Trustees and publicly described and as , the Manager or the Sub-Adviser is notified of such changesto the Sub-Sub-Adviser in writing. In the performance of its duties, the Sub-Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s 's investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments allocated to it, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund, and the Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing, (d) comply with (i) the investment objectivesobjective, policies and restrictions of stated in the Fund, 's most recently effective prospectus and statement of additional information that are applicable to the extent Fund's investment portfolio, (ii) such other investment policies, restrictions or instructions as the Manager, the Trust's Board of Trustees or the Sub-Adviser has been notified may communicate to the Sub-Sub-Adviser in writing, and (iii) any changes to the objective, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Sub-Adviser in writing and (e) assist in the valuation of such objectivesportfolio assets held by the Fund as reasonably requested by the Manager, policies and restrictionsthe Fund or the Sub-Adviser. The Fund, the Manager will or the Sub-Adviser shall provide the Sub-Sub-Adviser with current copies of the Fund’s Trust's Declaration of Trust, By-laws, prospectus the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. If the Sub-Sub-Adviser and Manager will each make its officers and employees available has a question about whether any proposed transaction with respect to the other from time to time at reasonable times to review investment policies of the Fund and to would be in compliance with such documentation, it may consult with each other regarding the investment affairs of Manager or the Fund. Sub-Adviser, and the Manager or the Sub-Adviser will report to provide instructions upon which the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies may rely in purchasing and shareholder communications relating to selling securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of for the Fund. The Sub-Sub-Adviser is responsible for voting in respect of securities held in the Fund's portfolio and will maintain appropriate records detailing its exercise or not exercise a right to vote in accordance with the Sub-Sub-Adviser's proxy voting policy, a copy of proxies which has been provided to the Manager. The Sub-Sub-Adviser shall promptly notify the Manager and the Fund of any material change in the voting policy. The Sub-Sub-Adviser is permitted to represent any holdings on behalf of the Fund at any ordinary or special meeting of shareholders and upon reasonable request will provide a report setting forth has the proposals voted on and how right to exercise any voting rights or any other similar or connected rights. Unless otherwise provided by the Fund’s shares were votedManager or the Sub-Adviser, including the name of the corresponding issuers. Sub-Sub-Adviser is authorized to select the brokers brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities for the FundSub-Sub-Advised Assets, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including if applicable Rule 17e-1 under the 1940 Act), the Sub-Sub-Adviser may select brokers or dealers affiliated with the Sub-Sub-Adviser. It is understood that the Sub-Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Sub-Adviser or its affiliates, if in the Sub-Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserSub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund, the Manager and Sub-Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities, assets or instruments for another client. The Sub-Sub-Adviser will not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxies and procedures, (b) the Sub-Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided that herein, which policies and procedures will become binding upon the Sub-Sub-Adviser upon delivery by the Fund, the Manager or the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation of written notice thereof to the services providedSub-Sub-Adviser; provided that, notwithstanding the foregoing, (a) the Manager or Sub-Adviser, as applicable, shall provide not less than sixty (60) days' written notice to the Sub-Sub-Adviser prior to adopting any policy of procedure that materially modifies or restricts the investment strategy, investment guidelines or investment policies and (b) the Sub-Sub-Adviser will not be deemed to be in breach of its obligations hereunder as a result of any non-compliance with any policy or procedure that otherwise modifies or restricts the execution of the Fund's portfolio transactions if the Sub-Sub-Adviser uses commercially reasonable efforts to conform to such policy and procedure as promptly as reasonably practicable after receiving written notice thereof. The Sub-Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust and the Sub-Adviser such information relating to transactions for the Fund as they any of the foregoing may reasonably request. In no instance will the Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser, the Sub-Sub-Adviser or any affiliated person of the FundTrust, the Manager, the Sub-Adviser or the Sub-Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will the Sub-Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. To enable the Sub-Sub-Adviser to comply with the foregoing provision, the Manager agrees that it will (a) provide the Sub-Sub-Adviser with a list of affiliated persons of the Trust and the Manager and (b) from time to time, update the list as necessary. The Sub-Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s the Board of Trustees Directors of the Company and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the portfolio investments of the Company furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the FundCompany’s investment portfolioportfolio investments, all on behalf of the Fund Company and as described in the Fund’s initial registration statement on Form N-2 N-1A (File No. 811-22417) (the “Registration Statement”) as declared effective the same may thereafter be amended from time to time and communicated by the Securities and Exchange Commission, consistent with Company or the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as Adviser to the Sub-Adviser is notified of such changesin writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will in all material respects (a) monitor the FundCompany’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will (b) comply with (i) the provisions of the FundCompany’s Declaration Memorandum of Trust Association and By-lawsArticles of Association, as such may be amended from time to time (the “Charter Document”), as amended from time to timetime and communicated by the Company or the Adviser to the Sub-Adviser in writing, and (ii) the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Company as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Company’s Board of Directors and communicated by the Company or Adviser to the Sub-Adviser in writing at least 90 days in advance of such changes becoming effective, or as soon as practicable, and (iii) all applicable laws and the regulations, including the applicable provisions of the laws of the Cayman Islands and the United States, including the Investment Advisers Act of 1940, as amended, and to the extent required, the 1940 Act, the Commodity Exchange Act, as amended, and the Internal Revenue Code of 1986, as amended. Manager will provide The Company or Adviser has provided the Sub-Adviser with current copies of the Company’s Charter Document, the Fund’s Declaration prospectus and statement of Trust, By-laws, prospectus additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and Manager will each make its officers and employees available to is authorized, in the other from time to time at reasonable times to review investment policies name of the Fund and Company, to consult place orders for execution of transactions hereunder with each or through any broker, dealer, futures commission merchant, bank or any other regarding agent or counterparty that the investment affairs of the Fund. Sub-Adviser will report may select, subject to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets approval of the Fund’s investment portfolio are investedAdviser, which may not be unreasonably withheld. The Sub-Adviser will vote shall negotiate and may execute all such proxies delivered futures agreements, options agreements, ISDA Master Agreements, Credit Support Annexes and other contracts and agreements related to Sub-derivatives transactions and holdings of the Company, subject to the approval of the Adviser, which may not be unreasonably withheld. The Company and the Adviser or Sub-Adviser’s designated proxy agent consistent shall cooperate with the Sub-Adviser’s proxy voting guidelines Adviser in setting up and maintaining brokerage accounts, futures accounts and other accounts the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting deems advisable to allow for the purchase or sale of proxies on behalf various forms of the Fund securities and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuersother instruments pursuant to this Agreement. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, Company and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Company’s Board of Directors and compliance with the policies and procedures adopted by the Board of Directors for the Company and to the extent permitted by and in conformance with applicable law, the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the FundCompany, or be in breach of any obligation owing to the Fund Company under this Agreement, or otherwise, solely by reason of its having caused the Fund Company to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities portfolio transaction for the Fund Company in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundCompany, as to which it exercises investment discretion. In addition, Sub-Adviser may aggregate purchase and sale orders of securities or other assets placed with respect to the assets of the Company with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Company occurs as part of any aggregate sale or purchase orders, the Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions to brokers or dealers furnishing such services sold, as well as expenses incurred in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided among the Company and other accounts in an equitable manner. Nevertheless, the Company, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Company with respect to the price or size of the assets and securities positions obtainable or salable. Whenever the Company and one or more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase assets or securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of assets or securities for another client. The Sub-Adviser will properly not arrange purchases or sales of portfolio investments between the Company and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law and the Company’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Company, and (c) the Company’s Board of Directors has approved these types of transactions. The Company may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Company’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Company or the Adviser to the Sub-Adviser in writing at least 90 days in advance of such changes becoming effective, or as soon as practicable. The Sub-Adviser will communicate to the officers and trustees directors of the Fund Company such information relating to transactions for the Fund Company as they may reasonably request. In no instance will portfolio securities investments be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of the FundCompany, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 ActAct or rules adopted thereunder as if the Company were required to be registered under the 0000 Xxx. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s 's Board of Trustees and the Manager, Sub-Adviser will act as sub-adviser for, and to manage the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s 's investment portfolio, all on behalf of the Fund and as described in the Fund’s initial 's registration statement on Form N-2 (File No. 333-113978) as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described Commission and as the Sub-Adviser is notified of such changessame may be amended from time to time. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s 's investments in securities selected for the Fund by senior loans (and other assets in which the Sub-Adviser hereunderis authorized to invest), and will comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or Manager to Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of as such objectives, policies and restrictionsrestrictions may be subsequently changed by the Fund's Board of Trustees and communicated by the Fund or Manager to Sub-Adviser in writing. The Fund or Manager will provide Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers brokers, dealers or dealers banks that will execute the purchases and sales of portfolio securities for the Fund, 's assets on behalf of the Fund upon such instructions as may be given or authorized by Sub-Adviser and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Notwithstanding the foregoing, in placing orders for corporate loans, which are generally privately negotiated principal transactions, Sub-Adviser may select the agent bank or selling party, in its discretion, in a manner consistent with the principles of best execution. The selection of the agent or selling party will be determined by Sub-Adviser based upon a number of factors, including the best price obtainable, dealer spread or commission, size and difficulty of the transaction the desired time of the trade, confidentiality, execution and operational capabilities, ongoing borrower diligence, reputation for integrity, sound financial condition and practices and research or other services provided. Subject to compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), Sub-Adviser may select brokers or dealers affiliated with Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the judgment Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities or loans of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities or loans for another client. Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund's xxxxxxxx and procedures, (b) Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees have approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser, 's authority regarding the Fund would be benefited by supplemental services, execution of the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, Fund's portfolio transactions provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedherein. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s the Trust's Board of Trustees (the "Board of Trustees") and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s 's investment portfolio, all on behalf of the Fund and as described in the Fund’s 's initial registration statement on Form N-2 N-1A as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described SEC and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) assist in the valuation of portfolio securities held by the Fund as requested by the Manager or the Fund. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the "First Trust Fund complex") or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the Fund or any fund in the First Trust Fund complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund's portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund's portfolio concerning transactions for the fund in securities or other assets. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the FundTrust, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s 's investment portfolio, all on behalf of the Fund and as described in the Fund’s initial 's most recent registration statement on Form N-2 as declared effective by the Securities and Exchange CommissionSEC, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Manager to the Sub-Adviser. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fundthe Trust’s Board of Trustees (the “Board of Trustees”) and the Manager, Sub-Adviser the Sub‑Adviser will act as sub‑adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial most current registration statement on Form N-2 N‑1A as declared effective by the Securities SEC and Exchange Commissionas the same may thereafter be amended from time to time. In the performance of its duties, consistent the Sub‑Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund’s investments, (c) comply with the provisions of the Trust’s Declaration of Trust and By‑laws, as amended from time to time and communicated by the Fund or the Manager to the Sub‑Adviser in writing, and the stated investment objectives objectives, policies and restrictions of the Fund described therein as such objectives, policies and as they restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and as communicated by the Sub-Adviser is notified of such changes. In Fund or the performance of its duties, Sub-Adviser will satisfy its fiduciary duties Manager to the FundSub‑Adviser in writing, will monitor and (d) assist in the valuation of portfolio securities held by the Fund as requested by the Manager or the Fund’s investments in securities selected for . The Fund or the Fund by Manager has provided the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser Sub‑Adviser with current copies of the Fund’s Declaration of Trust, By-lawsBy‑laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to Sub-Adviserthe Sub‑Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser Sub‑Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e‑1 under the 1940 Act), the Sub‑Adviser may select brokers or dealers affiliated with the Sub‑Adviser. It is understood that the Sub-Adviser Sub‑Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser Sub‑Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-AdviserSub‑Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub‑Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub‑Adviser or its affiliates, if in the Sub‑Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Sub-AdviserFund occurs as part of any aggregate sale or purchase orders, the objective of the Sub‑Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub‑Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub‑Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub‑Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client. The Sub‑Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub‑Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a‑7 under the 1000 Xxx) and the Fund’s policies and procedures, (b) the Sub‑Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub‑Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. However, no such policy or procedure shall be benefited by supplemental servicesbinding on the Sub‑Adviser unless it is communicated to the Sub‑Adviser in writing. For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is authorized to pay spreads advised by the Manager (the “Amplify Fund complex”) or commissions to brokers an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or dealers furnishing an affiliated person of such services in excess of spreads or commissions that another broker or dealer may charge principal underwriter), concerning transactions for the same transactionFund or any fund in the Amplify Fund complex in securities or other fund assets. In addition, provided that with respect to a fund in the Amplify Fund complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund’s portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund’s portfolio concerning transactions for the fund in good faith that the commission securities or spread paid was reasonable in relation to the services providedother assets. The Sub-Adviser Sub‑Adviser will properly communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Manager, Sub-Adviser the Sub‑Adviser or any affiliated person of either the FundTrust, the Manager, or Sub-Adviserthe Sub‑Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will Sub‑Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser The Sub‑Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s 's investment portfolio, all on behalf of the Fund and as described in the Fund’s initial 's most recent effective registration statement on Form N-2 as declared effective by the Securities and Exchange CommissionSEC, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess loans of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities or loans for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Manager to the Sub-Adviser. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees (the "Board of Trustees" or the "Board") and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities and other instruments for the Fund’s 's investment portfolio, all on behalf of the Fund and as described in the Fund’s initial 's most recent effective registration statement on Form N-2 as declared effective by the Securities and Exchange CommissionN-2, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendment thereto will be communicated by the Manager to the Sub-Adviser. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. (a) Subject always to the supervision of Fundthe Company’s Board of Trustees Directors (the “Board of Directors” or the “Board”) and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Company allocated to the Sub-Adviser from time to time, furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Adviser) for the purchase and sale of securities and other assets for the FundCompany’s investment portfolio, all on behalf of the Fund Company and as described in the Fund’s initial most current effective registration statement on Form N-2 N-1A, or any successor form thereto, and as declared effective by the Securities and Exchange Commission, consistent with same may thereafter be amended from time to time. The Sub-Adviser will be responsible for the investment objectives and restrictions of only the Fund described therein and as they may subsequently be changed by assets which the Fund’s Board of Trustees and publicly described and as Adviser allocates to the Sub-Adviser is notified for management under this Agreement, plus all investments, reinvestments and proceeds of such changesthe sale thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation thereof and withdrawals by the Adviser therefrom there being no minimum or maximum percentage of the Fund’s assets to be allocated to the Sub-Adviser from time to time hereunder. In the performance of its dutiesduties with regard to the assets allocated to the Sub-Adviser, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the FundCompany, will (b) monitor the FundCompany’s investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments, and will (c) comply with the provisions of the FundCompany’s Declaration Memorandum of Trust Association and By-lawsArticles of Association, as such may be amended from time to timetime (the “Charter Document”), and (d) comply with (i) the respective investment objectivesobjective(s), policies and restrictions of stated in the the Fund’s most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Adviser or the Company’s Board of Directors may communicate to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-laws, prospectus and any amendments theretoin writing, and (iii) any written changes to the objectives, policies, procedures restrictions or limitations not appearing therein instructions required under the foregoing (i) and (ii) as they may be relevant communicated to the Sub-Adviser’s performance under this AgreementAdviser in writing, (e) assist in the valuation of portfolio assets held by the Company as requested by the Adviser or the Company and (f) comply with all applicable laws and the regulations, including the applicable provisions of the laws of the Cayman Islands and the United States, including the Investment Advisers Act of 1940, as amended, and to the extent required, the 1940 Act, the Commodity Exchange Act, as amended, and the Internal Revenue Code of 1986, as amended. The Sub-Adviser and Manager the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the Fund and Company and to consult with each other regarding the investment affairs of the FundFund and Company. The Company or the Adviser will provide the Sub-Adviser will report to with current copies of the Board Company’s Charter Document, the Trust’s Declaration of Trustees Trust, the Trust’s By-laws, and to Manager with respect to the implementation of any objectives, policies or limitations not appearing in such program. Manager shall arrange for the Fund’s custodian prospectus or statement of additional information as they may be relevant to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fundperformance under this Agreement. The Sub-Adviser will maintain appropriate records detailing its voting Fund’s prospectus, statement of proxies additional information and any amendments thereto are made available on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. Sub-Adviser further agrees that it:public website.

Services to be Performed. Subject always to the supervision of Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolioportfolio allocated to the Sub-Adviser by the Manager, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to The Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of will vote all proxies and shareholder communications relating solicited by or with respect to the issuers of securities in which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub- Adviser are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent , consistent with the Sub-Adviser’s its proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Sub-Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Fund’s Board of Trustees from time to time. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer (including the Sub-Adviser’s internal broker-dealer) a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s the Trust's Board of Trustees (the "Board of Trustees") and the Manager, the Sub-Adviser will act as sub-adviser for, and furnish an investment program in respect of, of and make investment decisions for, and place all orders for the purchase and sale assets of securities for the Fund’s investment portfolioFund allocated to the Sub-Adviser by the Manager, all on behalf of the Fund and as described in consistent with the Fund’s initial 's currently effective registration statement on Form N-2 N-1A as declared effective by the Securities same and Exchange Commission, consistent with the such investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as policies applicable to the Sub-Adviser is notified Adviser's portion of such changesthe Fund's portfolio described therein may be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s 's investments in securities or other instruments selected for the Fund by the Sub-Adviser hereunderAdviser, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) comply with (i) the investment objectives, policies and restrictions stated in the Fund's most recently effective prospectus and statement of additional information that are applicable to the Fund's investment portfolio (including the asset class of the Fund, 's investment portfolio) allocated to the extent the Sub-Adviser has been notified of from time to time, (ii) such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any written other investment objectives, policies, procedures restrictions or limitations not appearing therein instructions as they the Manager or Trust's Board of Trustees may be relevant communicate to the Sub-Adviser’s performance Adviser in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under this Agreementthe foregoing (i) and (ii) as communicated to the Sub-Adviser in writing and (e) assist in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager or the Fund. The Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the Fund applicable to the portion of the portfolio allocated to the Sub-Adviser and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to For the Board avoidance of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voteddoubt, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to responsible for compliance with the Fund's investment objectives, or be in breach of any obligation owing policies and restrictions with respect to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess assets of the amount of commission another member of an exchange, broker or dealer would have charged if Fund's portfolio not allocated to the Sub-Adviser determined in good faith that or for the commission paid was reasonable in relation to the brokerage investment program or research services provided by such memberany other sub-adviser to the Fund. The Fund or the Manager shall provide the Sub-Adviser with current copies of the Trust's Declaration of Trust, broker By-laws, the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any objectives, policies or dealer, viewed in terms of that particular transaction or limitations not appearing therein as they may be relevant to the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided's performance under this Agreement. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the FundTrust, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fundthe Trust’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 N-1A (File No. 811-22417) (the “Registration Statement”) as declared effective the same may thereafter be amended from time to time and communicated by the Securities and Exchange Commission, consistent with Fund or the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as Adviser to the Sub-Adviser is notified of such changesin writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will in all material respects (a) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will (b) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing at least 90 days in advance of such changes becoming effective, or as soon as practicable. Manager will provide The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the FundTrust’s Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions to brokers or dealers furnishing such services sold, as well as expenses incurred in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly vote proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Adviser’s written Proxy Policies and Procedures, and communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing at least 90 days in advance of such changes becoming effective, or as soon as practicable. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of the Fund, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 ActAct or rules adopted thereunder. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s the Trust's Board of Trustees (the "Board of Trustees" or the "Board") and the Manager, the Sub-Adviser will furnish an investment program in respect of, act as sub-adviser for the Fund and make investment decisions forrecommendations to the Manager on a regular basis, and place all orders for but no less often than every 30 days, regarding the purchase investment, reinvestment and sale of securities for the Fund’s assets of the Fund allocated to the Sub-Adviser by the Manager, which investment portfoliorecommendations shall include, but not be limited to, recommended investments, relative weights, relative changes in such weights or the composition of the portfolio and the manner and timing of implementing such changes, portfolio sales and associated recommended transactions all on behalf of the Fund and as described in the Fund’s initial 's currently effective registration statement on Form N-2 N-1A as declared effective by the Securities same and Exchange Commission, consistent with the such investment objectives and restrictions of the Fund policies described therein and as they may subsequently thereafter be changed by the Fund’s Board of Trustees and publicly described and as the amended from time to time. The Sub-Adviser is notified of such changesshall cooperate with the Manager to ensure the recommendations are current and accurate. In the performance of its duties, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing and (d) assist in the valuation of portfolio assets held by the Fund as requested by the Manager of the Fund. The Fund or the Manager will provide the Sub-Adviser with current copies of the Fund’s Trust's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. It is possible that due to differing investment objectives or for other reasons, the Sub-Adviser and its affiliates may recommend securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client. The Fund, Manager and Sub-Adviser agree that all investment decisions will each make its officers ultimately be the responsibility of the Manager and employees available that the Sub-Adviser shall not have or be deemed to have investment discretion with respect to the other from time Fund's portfolio to time at reasonable times the extent permissible under applicable law, subject to review investment policies the following. Unless otherwise approved by the Board and the Manager, the Sub-Adviser shall have no authority to select brokers or dealers or otherwise place orders for the execution of the Fund purchases and to consult with each other regarding the investment affairs sales of portfolio investments on behalf of the Fund. To the extent the Board and the Manager grant the Sub-Adviser such authority in the future, the Sub-Adviser shall select brokers or dealers and place orders to execute transactions involving assets of the Fund in accordance with applicable law (including rules under the 1940 Act) anx xxx xxlicies, procedures and restrictions adopted by the Board for the Fund regarding the execution of the Fund's portfolio transactions. The Sub-Adviser shall have no obligation or right to make decisions or take other action with respect to proxies, tender offers or other corporate actions regarding investments the Sub-Adviser has recommended, it being understood that the Manager shall have such right and responsibility unless reserved by the Fund. Notwithstanding the foregoing, the Sub-Adviser will report advise the Manager and/or the Fund, upon request, with respect to proxies, tender offers and other corporate actions regarding securities or other assets in the portion of the Fund's portfolio that was allocated to the Sub-Adviser in sufficient time to permit the Manager or the Fund to take appropriate action with respect to such portfolio investments. For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the "First Trust Fund complex") or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the Fund or any fund in the First Trust Fund complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund complex with multiple sub-advisers (including the Fund), the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund's portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and to Manager shall not consult with respect to the implementation sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such program. Manager shall arrange principal underwriter) as to any other portion of the fund's portfolio concerning transactions for the Fund’s custodian to forward to Sub-Adviser fund in securities or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are investedother assets. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions its recommendations for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the FundTrust, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s the Trust's Board of Trustees (the "Board of Trustees"), the Manager and the ManagerSub-Adviser, the Sub-Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the securities and other assets of the Fund allocated to the Sub-Sub-Adviser from time to time by the Sub-Adviser (the "Sub-Sub-Advised Assets"), furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Manager) for the purchase and sale of securities for the Fund’s investment portfolioSub-Sub-Advised Assets, all on behalf of the Fund and as described in consistent with the investment guidelines provided by the Manager or the Sub-Adviser to the Sub-Sub-Adviser and the Fund’s initial 's currently effective registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and N-1A as they both may subsequently hereafter be changed amended from time to time and communicated by the Fund’s Board of Trustees and publicly described and as , the Manager or the Sub-Adviser is notified of such changesto the Sub-Sub-Adviser in writing. In the performance of its duties, the Sub-Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s 's investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments allocated to it, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund, and the Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing, (d) comply with (i) the investment objectivesobjective, policies and restrictions of stated in the Fund, 's most recently effective prospectus and statement of additional information that are applicable to the extent Fund's investment portfolio, (ii) such other investment policies, restrictions or instructions as the Manager, the Trust's Board of Trustees or the Sub-Adviser has been notified may communicate to the Sub-Sub-Adviser in writing, and (iii) any changes to the objective, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Sub-Adviser in writing and (e) assist in the valuation of such objectivesportfolio assets held by the Fund as reasonably requested by the Manager, policies and restrictionsthe Fund or the Sub-Adviser. The Fund, the Manager will or the Sub-Adviser shall provide the Sub-Sub-Adviser with current copies of the Fund’s Trust's Declaration of Trust, By-laws, prospectus the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. If the Sub-Sub-Adviser and Manager will each make its officers and employees available has a question about whether any proposed transaction with respect to the other from time to time at reasonable times to review investment policies of the Fund and to would be in compliance with such documentation, it may consult with each other regarding the investment affairs of Manager or the Fund. Sub-Adviser, and the Manager or the Sub-Adviser will report to provide instructions upon which the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies may rely in purchasing and shareholder communications relating to selling securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of for the Fund. The Sub-Sub-Adviser is responsible for voting in respect of securities held in the Fund's portfolio and will maintain appropriate records detailing its exercise or not exercise a right to vote in accordance with the Sub-Sub-Adviser's proxy voting policy, a copy of proxies which has been provided to the Manager. The Sub-Sub-Adviser shall promptly notify the Manager and the Fund of any material change in the voting policy. The Sub-Sub-Adviser is permitted to represent any holdings on behalf of the Fund at any ordinary or special meeting of shareholders and upon reasonable request will provide a report setting forth has the proposals voted on and how right to exercise any voting rights or any other similar or connected rights. Unless otherwise provided by the Fund’s shares were votedManager or the Sub-Adviser, including the name of the corresponding issuers. Sub-Sub-Adviser is authorized to select the brokers brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities for the FundSub-Sub-Advised Assets, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including if applicable Rule 17e-1 under the 1940 Act), the Sub-Sub-Adviser may select brokers or dealers affiliated with the Sub-Sub-Adviser. It is understood that the Sub-Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Sub-Adviser or its affiliates, if in the Sub-Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserSub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund, the Manager and Sub-Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities, assets or instruments for another client. The Sub-Sub-Adviser will not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Funx'x xxxxcies and procedures, (b) the Sub-Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided that herein, which policies and procedures will become binding upon the Sub-Sub-Adviser upon delivery by the Fund, the Manager or the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation of written notice thereof to the services providedSub-Sub-Adviser; provided that, notwithstanding the foregoing, (a) the Manager or Sub-Adviser, as applicable, shall provide not less than sixty (60) days' written notice to the Sub-Sub-Adviser prior to adopting any policy of procedure that materially modifies or restricts the investment strategy, investment guidelines or investment policies and (b) the Sub-Sub-Adviser will not be deemed to be in breach of its obligations hereunder as a result of any non-compliance with any policy or procedure that otherwise modifies or restricts the execution of the Fund's portfolio transactions if the Sub-Sub-Adviser uses commercially reasonable efforts to conform to such policy and procedure as promptly as reasonably practicable after receiving written notice thereof. The Sub-Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust and the Sub-Adviser such information relating to transactions for the Fund as they any of the foregoing may reasonably request. In no instance will the Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser, the Sub-Sub-Adviser or any affiliated person of the FundTrust, the Manager, the Sub-Adviser or the Sub-Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will the Sub-Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. To enable the Sub-Sub-Adviser to comply with the foregoing provision, the Manager agrees that it will (a) provide the Sub-Sub-Adviser with a list of affiliated persons of the Trust and the Manager and (b) from time to time, update the list as necessary. The Sub-Sub-Adviser further agrees that it:

Services to be Performed. (a) Subject always to the supervision of Fundthe Trust’s Board of Trustees (the “Board of Trustees” or the “Board”) and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of each Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities and other assets for the each Fund’s investment portfolio, all on behalf of the such Fund and also as described in the Fund’s initial most current effective registration statement on Form N-2 as declared effective by the Securities and Exchange CommissionN-1A, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described or any successor form thereto, and as the same may thereafter be amended from time to time. The Sub-Adviser is notified will be responsible for the investment of such changesassets of each Fund for management under this Agreement, plus all investments, reinvestments and proceeds of the sale thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation thereof and withdrawals by the Manager therefrom. In the performance of its dutiesduties with regard to the assetsmanaged, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the each Fund, will (b) monitor the each Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments, and will (c) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by a Fund or the Manager to the Sub-Adviser, and (d) comply with (i) the respective investment objectivesobjective(s), policies and restrictions stated in the applicable Fund’s most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Fund, Manager or the Trust’s Board of Trustees may communicate to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-laws, prospectus and any amendments theretoin writing, and (iii) any written changes to the objectives, policies, procedures restrictions or limitations not appearing therein instructions required under the foregoing (i) and (ii) as they may be relevant communicated to the Sub-Adviser’s performance under this AgreementAdviser in writing and (e) assist in the valuation of portfolio assets held by each Fund as requested by the Manager or the respective Fund, with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with Manager and/or Fund based on their own determinations. The Sub-Adviser and the Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the Fund Funds and to consult with each other regarding the investment affairs of the FundFunds. Each Fund or the Manager will provide the Sub-Adviser will report to with current copies of the Board Trust’s Declaration of Trustees Trust, the Trust’s By-laws, and to Manager with respect to the implementation of any Fund objectives, policies or limitations not appearing in such program. Manager shall arrange for the Fund’s custodian prospectus or statement of additional information as they may be relevant to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund performance under this Agreement. Each Fund’s prospectus, or otherwise, solely by reason each Fund’s statement of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by additional information and any amendments thereto are made available on such member, broker or dealer, viewed in terms of that particular transaction or the Sub-AdviserFund’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. Sub-Adviser further agrees that it:public website.

Services to be Performed. Subject always to the supervision of FundManager and the Trust’s Board of Trustees and (the Manager“Board of Trustees”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolioFunds, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changesFunds. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the FundTrust, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderFunds’ investments, and will comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectivesobjective, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictionsFunds. Manager will provide Sub-Adviser with current copies of the FundTrust’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund Funds and to consult with each other regarding the investment affairs of the FundFunds. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of certain portfolio securities for the FundFunds, and is directed to use its commercially reasonable best efforts to obtain best execution, which includes most favorable net results and execution of the FundTrust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the FundTrust or the Funds, or be in breach of any obligation owing to the Fund Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused the Fund Funds to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund Funds in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundFunds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund Funds would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund Trust such information relating to transactions for the Fund Funds as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the FundTrust, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. , and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s 's investment portfolio, all on behalf of the Fund and as described in the Fund’s initial 's most recent effective registration statement on Form N-2 as declared effective by the Securities and Exchange CommissionSEC, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess loans of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities or loans for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fxxx'x xxlicies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Manager to the Sub-Adviser. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Adviser and the Fund’s Board of Trustees and Trustees, the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolioportfolio allocated by the Adviser to the Sub-Adviser, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives objectives, policies and restrictions of the Fund described therein Fund, as such objectives, policies and as they restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager The Adviser will provide the Sub-Adviser with current copies of the Fund’s Declaration of Trust, Trust and By-laws, prospectus laws and any amendments thereto, and any written objectives, policies, procedures or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and Manager the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to Manager the Adviser with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to The Sub-Adviser will vote proxies solicited by or Sub-Adviser’s designated proxy agent on a timely basis copies with respect to the issuers of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Fund allocated by the Adviser to the Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent are invested consistent with the Sub-Adviser’s proxy voting guidelines guidelines, as in effect from time to time, and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or and other services services, if any, that may be provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of the Fund, Manager, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s 's investment portfolio, all on behalf of the Fund and as described in the Fund’s 's initial registration statement on Form N-2 (File No. 333-131194) as declared effective by the Securities and Exchange CommissionSEC, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund would be benefited by supplemental servicesand Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services have available funds for investment, investments suitable and appropriate for each will be allocated in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the a manner believed by Sub-Adviser determined to be equitable to each, although such allocation may result in good faith a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 0000 Xxx) and the Fund's policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolioportfolio allocated to the Sub-Adviser by the Adviser, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives objectives, policies and restrictions of the Fund described therein Fund, as such objectives, policies and as they restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager The Adviser will provide the Sub-Adviser with current copies of the Fund’s Declaration of Trust, Trust and By-laws, prospectus laws and any amendments thereto, and any written objectives, policies, procedures or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and Manager the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to Manager the Adviser with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to The Sub-Adviser will vote proxies solicited by or Sub-Adviser’s designated proxy agent on a timely basis copies with respect to the issuers of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The allocated by the Adviser to the Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent are invested, consistent with the Sub-Adviser’s proxy voting guidelines guidelines, as in effect from time to time, and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, voted including the name names of the corresponding issuers. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or and other services services, if any, that may be provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of the Fund, Manager, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s Board of Trustees and the ManagerSponsor, Commodity Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfoliofutures contracts, forward contracts, options contracts, swap contracts and other commodity interests (“Commodity Interests”), all on behalf of the Fund and as described in the Fund’s initial effective registration statement on Form N-2 as declared effective by (the Securities and Exchange Commission“Registration Statement”), consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changestherein. In the performance of its duties, Commodity Sub-Adviser will satisfy its fiduciary duties to the Fund, will select and monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, Commodity Interests and will comply with the provisions of the Fund’s Declaration of Trust and By-lawsAgreement (the “Trust Agreement”) as filed with the Registration Statement, as the Trust Agreement may be amended from time to timetime (to the extent Commodity Sub-Adviser has been notified in writing of such amendments at least 90 days prior to effectiveness), and the Fund’s investment objectives, policies and restrictions of as disclosed in the FundRegistration Statement, as such investment objectives, policies and restrictions may be amended from time to time (to the extent the Commodity Sub-Adviser has been notified in writing of such objectives, policies and restrictionsamendments at least 90 days prior to effectiveness). Manager Sponsor will provide Commodity Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-lawsorganizational documents, prospectus and any amendments thereto, and any written objectivesobjectives (as contained in the investment guidelines, if any), policies, procedures or limitations not appearing therein as they may be relevant to Commodity Sub-Adviser’s performance under this Agreement, all of which will be binding on Commodity Sub-Adviser upon receipt thereof from Sponsor at least 90 days prior to effectiveness. Commodity Sub-Adviser and Manager Sponsor will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Commodity Sub-Adviser will report to the Board of Trustees and to Manager Sponsor with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Commodity Sub-Adviser’s designated proxy agent on a timely basis copies services hereunder. All commissions and expenses arising from the trading of all proxies and shareholder communications relating to securities Commodity Interests, or other transactions in which assets the course of the administration of the Fund’s investment portfolio are investedaccount, shall, with the written agreement of Sponsor, be charged to the Fund’s account with its clearing broker(s). The If requested by Commodity Sub-Adviser, Sponsor shall deliver to Commodity Sub-Adviser, and renew when necessary, a commodity trading authorization appointing Commodity Sub-Adviser will vote all such proxies delivered to Subas the Fund’s agent and attorney-Adviser or Subin-Adviser’s designated proxy agent consistent with fact for the Sub-Adviser’s proxy voting guidelines and the best interests purpose of trading Commodity Interests on behalf of the Fund. The All trades for the account of the Fund directed by Commodity Sub-Adviser will maintain appropriate records detailing its voting of proxies shall be made through such clearing broker or brokers as agreed between Sponsor and Commodity Sub-Adviser (each, a “clearing broker”). Notwithstanding the foregoing, Commodity Sub-Adviser may place orders for Commodity Interest transactions for the Fund through executing brokers or floor brokers selected by Commodity Sub-Adviser and may execute on behalf of the Fund and upon reasonable request “give-up” agreements with such executing brokers or floor brokers where necessary; provided that Commodity Sub-Adviser will provide Sponsor and the Fund on a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name quarterly basis with a list of the corresponding issuers. executing brokers or floor brokers Commodity Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fundthen using, and is directed to use its commercially reasonable efforts to obtain best executionSponsor may, which includes most favorable net results and execution within 5 days of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by receiving such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities list after consultation with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Commodity Sub-Adviser, object to the use of an executing broker or floor broker because the Sponsor reasonably believes the use of such executing broker or floor broker would be detrimental to the Fund would be benefited by supplemental servicesand its investors, the and Commodity Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing shall cease using such services broker on behalf of the Fund. Any over-the-counter contracts in excess of spreads or commissions that another Commodity Interests transacted for the Fund’s account will be effected through the clearing broker or dealer may charge for the same transactionits affiliates, provided that the as agreed upon between Commodity Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedand Sponsor. The Commodity Sub-Adviser from time to time may select other dealers through which any such contracts will properly communicate to be traded, with the officers and trustees prior written consent of the Fund such information relating to transactions for the Fund as they may reasonably requestSponsor. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. Commodity Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fundthe Trust’s Board of Trustees (the “Board of Trustees”) and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 N-1A (File No. 811-22417) (the “Registration Statement”) as declared effective the same may thereafter be amended from time to time and communicated by the Securities and Exchange Commission, consistent with Fund or the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as Adviser to the Sub-Adviser is notified of such changesin writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will in all material respects (a) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will (b) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. Manager will provide The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the FundTrust’s Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each and consistent with the Sub-Adviser’s fiduciary obligations to the Fund, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly vote proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Adviser’s written Proxy Policies and Procedures, and communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 under the 1940 Act) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees or the Trust’s Chief Compliance Officer (as determined under the Fund’s compliance policies) has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no No instance will portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of the Fund, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 ActAct or rules adopted thereunder. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fundthe Trust’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 N-1A (File No. 811-22523) as declared effective the same may thereafter be amended from time to time and communicated by the Securities and Exchange Commission, consistent with Fund or the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as Adviser to the Sub-Adviser is notified of such changesin writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will in all material respects (a) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will (b) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. Manager will provide The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the FundTrust’s Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions to brokers or dealers furnishing such services sold, as well as expenses incurred in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of the Fund, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 ActAct or rules adopted thereunder. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s 's Board ------------------------ of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s 's investment portfolioportfolio allocated by Manager to Sub-Adviser, all on behalf of the Fund and as described in the Fund’s 's initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s 's investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any written objectives, policies, procedures or limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s 's custodian to forward to Sub-Adviser or Sub-Adviser’s 's designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s 's investment portfolio allocated by Manager to Sub-Adviser are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s 's designated proxy agent consistent with the Sub-Adviser’s 's proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s 's shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, have discretionary authority to make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any written objectives, policies, procedures or limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to The Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all will not be responsible for voting proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested, or for maintaining any records detailing such votes. The Sub-Adviser will vote all such proxies delivered shall not be responsible for any other corporate actions relating to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were votedAccount, including the name of the corresponding issuersadministrative filings, such as proofs or claims in class actions. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. The Advisor shall not be responsible for any loss caused by any act or omission of any broker/dealer; provided, however, that with respect to those broker/dealers that have been selected by the Advisor, the Advisor has acted prudently in the selection of such broker/dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fundthe Trust’s Board of Trustees (the “Board of Trustees” or the “Board”) and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund allocated to the Sub-Adviser from time to time, furnish an investment program in respect of, make investment decisions for, and if and to the extent authorized under Section 3 hereof, place all orders (either directly or through the Manager, subject to its best execution obligations) for the purchase and sale of securities and other assets for the Fund’s investment portfolioportfolio allocated to the Sub-Adviser, all on behalf of the Fund and as described in the Fund’s initial most current effective registration statement on Form N-2 N-1A, or any successor form thereto, and as declared effective the same and as such investment policies described therein may thereafter be amended from time to time and communicated by the Securities Fund or the Manager in writing to the Sub-Adviser. The Sub-Adviser shall also provide U.S. regulatory and Exchange Commission, consistent compliance oversight with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by respect to the Fund’s Board of Trustees investment portfolio and publicly described and as the Subany sub-Adviser is notified of such changesadviser appointed pursuant to Section 8 hereof. In the performance of its duties, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments, and will (c) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated, and in writing, by the Fund or the Manager to the Sub-Adviser, (d) comply with (i) the investment objectives, policies and restrictions of stated in the Fund’s most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Manager or the Trust’s Board of Trustees may communicate to the extent SubAdviser in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Adviser has been notified in writing and (e) assist the Manager in the valuation of such objectivesportfolio assets held by the Fund as reasonably requested by the Manager or the Fund, policies in writing. Notwithstanding the foregoing, the Manager, Fund and restrictions. Manager will provide Trust hereby acknowledge that the Sub-Adviser with current copies of is not the pricing agent for the Fund and therefore not responsible for valuing the Fund’s Declaration securities for purposes of Trust, By-laws, prospectus and any amendments thereto, and any written objectives, policies, procedures or limitations not appearing therein as they may be relevant to Sub-Advisercalculating the Fund’s performance under this Agreementnet asset value. The Sub-Adviser and the Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the Fund and to consult with each other regarding the investment affairs of the Fund. The Fund or the Manager will provide the Sub-Adviser will report with current copies of the Trust’s Declaration of Trust, the Trust’s By-laws, the Fund’s prospectus, statement of additional information and any amendments thereto, and any objective, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. Unless otherwise directed by the Board or the Manager, the Sub-Adviser is hereby authorized to take any action with respect to voting of Trustees and to Manager shares or the execution of proxies solicited by or with respect to the implementation issuers of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered Fund may be invested from time to Sub-Adviser or Sub-Adviser’s designated proxy agent time, consistent with the Sub-Adviser’s obligations under Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) at its sole discretion in accordance with its proxy voting guidelines policies and procedures, a copy of which will be provided to the best interests of Fund at the Fund’s written request. The Sub-Adviser shall promptly notify the Manager and the Fund of any material change in the voting policy. The Sub-Adviser, if responsible for proxy voting, will maintain appropriate records detailing its voting of proxies be permitted to represent any holdings on behalf of the Fund at any ordinary or special meeting of shareholders and upon reasonable request will provide a report setting forth have the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized right to select the brokers exercise any voting rights or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread any other similar or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedconnected rights. The Sub-Adviser will properly communicate shall not be required to the officers render any legal advice or initiate litigation with respect to portfolio assets, including, but not limited to, class action and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. Sub-Adviser further agrees that it:bankruptcy claims.

Services to be Performed. Subject always to the supervision of Fundthe Trust’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 N-1A (File No. _____________) as declared effective by the Securities and Exchange CommissionSEC, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will (c) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. Manager will provide The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the FundTrust’s Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions to brokers or dealers furnishing such services sold, as well as expenses incurred in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Adviser’s written Proxy Policies and Procedures. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 0000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of either the Fund, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s 's investment portfolio, all on behalf of the Fund and as described in the Fund’s initial 's most recent effective registration statement on Form N-2 as declared effective by the Securities and Exchange CommissionN-2, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions for the Fund initiated by the Sub-Adviser and Manager to select the markets on or in which the transactions will be executed. In placing orders for the sale and purchase of securities for the Fund, the Sub-Adviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Sub-Adviser to solicit competitive bids for each make its officers and employees transaction or to seek the lowest available commission cost to the other from time Fund, so long as the Sub-Adviser reasonably believes that the broker or dealer selected by it can be expected to time at obtain a "best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable times in relation to review the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Sub-Adviser, viewed in terms of either that particular transaction or of the Sub-Adviser's overall responsibilities with respect to its clients, including the Fund, as to which the Sub-Adviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. Subject to compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to consult the extent permitted by and in conformance with each other regarding the investment affairs applicable law (including Rule 17e-1 of the Fund. 1940 Act), the Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser may select brokers or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent dealers affiliated with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In additionThe Sub-Adviser has adopted Best Execution policies and procedures which detail the factors considered in brokerage selection. Notwithstanding the foregoing, if in the judgment selection of brokers or dealers to execute portfolio transactions for the Fund will be made by the Sub-Adviser, Adviser in a manner consistent with its fiduciary duties and applicable law. Portfolio transactions for the Fund would will generally be benefited by supplemental servicescompleted independently of transactions of other Sub-Adviser's clients, except when the Sub-Adviser is authorized to pay spreads in the position of buying or commissions to brokers selling the same security for a number of its clients (including the Fund) at approximately the same time. Because of market fluctuations, the prices obtained on such transactions within Under this procedure, purchases or dealers furnishing such services in excess sales of spreads or commissions that another broker or dealer may charge a particular security for the same transaction, provided that Fund will at times be combined or "batched" with purchases or sales for other advisory clients by the Sub-Adviser determined unless the Fund has expressly directed otherwise. Such batched trades may be used to facilitate best execution, including negotiating more favorable prices, obtaining more timely or equitable execution or reducing overall commission charges. In such cases, the price shown on confirmations of the Fund's purchases or sales will be the average execution price on all of the purchases and sales that are aggregated for this purpose. Allocation of securities so sold or purchased, as well as the expenses incurred in good faith that the commission or spread paid was reasonable transaction, will be made by the Sub-Adviser in relation the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the services providedFund and to such other clients. The Sub-Adviser will properly vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by the Manager to the Sub-Adviser are invested, consistent with the Sub-Adviser's written Proxy Policies and Procedures. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees have approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Actapplicable law. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s the Trust's Board of Trustees (the "Board of Trustees" or the "Board") and the Manager, the Sub-Adviser will furnish an investment program in respect of, act as sub-adviser for the Fund and make investment decisions forrecommendations to the manager on a regular basis, and place all orders for but no less often than every 30 days, regarding the purchase investment, reinvestment and sale of securities for the Fund’s assets of the Fund allocated to the Sub-Adviser by the Manager, which investment portfoliorecommendations shall include, but not be limited to, recommended securities, relative weights, relative changes in such weights or the composition of the portfolio and the manner and timing of implementing such changes, portfolio sales and associated recommended transactions all on behalf of the Fund and as described in the Fund’s initial 's currently effective registration statement on Form N-2 N-1A as declared effective by the Securities same and Exchange Commission, consistent with the such investment objectives and restrictions of the Fund policies described therein and as they may subsequently thereafter be changed by the Fund’s Board of Trustees and publicly described and as the amended from time to time. The Sub-Adviser is notified of such changesshall cooperate with the Manager to ensure the recommendations are current and accurate. In the performance of its duties, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing and (d) assist in the valuation of portfolio assets held by the Fund as requested by the Manager of the Fund. The Fund or the Manager will provide the Sub-Adviser with current copies of the Fund’s Trust's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. It is possible that due to differing investment objectives or for other reasons, the Sub-Adviser and its affiliates may recommend securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client. The Fund, Manager and Sub-Adviser agree that all investment decisions will each make its officers ultimately be the responsibility of the Manager and employees available that the Sub-Adviser shall not have or be deemed to have investment discretion with respect to the other from time Fund's portfolio to time at reasonable times the extent permissible under applicable law, subject to review investment policies the following. Unless otherwise approved by the Board and the Manager, the Sub-Adviser shall have no authority to select brokers or dealers or otherwise place orders for the execution of the Fund purchases and to consult with each other regarding the investment affairs sales of portfolio investments on behalf of the Fund. To the extent the Board and the Manager grant the Sub-Adviser such authority in the future, the Sub-Adviser shall select brokers or dealers and place orders to execute transactions involving assets of the Fund in accordance with applicable law (including rules under the 1940 Act) and any policixx, xxxxedures and restrictions adopted by the Board for the Fund regarding the execution of the Fund's portfolio transactions. The Sub-Adviser shall have no obligation or right to make decisions or take other action with respect to proxies, tender offers or other corporate actions regarding investments the Sub-Adviser has recommended, it being understood that the Manager shall have such right and responsibility unless reserved by the Fund. Notwithstanding the foregoing, the Sub-Adviser will report advise the Manager and/or the Fund, upon request, with respect to proxies, tender offers and other corporate actions regarding securities or other assets in the portion of the Fund's portfolio that was allocated to the Sub-Adviser in sufficient time to permit the Manager or the Fund to take appropriate action with respect to such portfolio investments. For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the "First Trust Fund complex") or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the Fund or any fund in the First Trust Fund complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund complex with multiple sub-advisers (including the Fund), the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund's portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and to Manager shall not consult with respect to the implementation sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such program. Manager shall arrange principal underwriter) as to any other portion of the fund's portfolio concerning transactions for the Fund’s custodian to forward to Sub-Adviser fund in securities or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are investedother assets. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions its recommendations for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the FundTrust, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees (the "Board of Trustees" or the "Board") and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s 's investment portfolio, all on behalf of the Fund and as described in the Fund’s initial 's most recent effective registration statement on Form N-2 as declared effective by the Securities and Exchange Commission(File No. 333-186412), consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of same and such changesinvestment policies described therein may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing and (d) assist in the valuation of portfolio securities held by the Fund as requested by the Manager of the Fund. The Fund or the Manager will provide the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the "First Trust Fund complex") or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the Fund or any fund in the First Trust Fund complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund's portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with any other First Trust Fund complex sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund's portfolio concerning transactions for the fund in securities or other assets. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees (the "Board of Trustees" or the "Board"), the Manager and the ManagerSub-Adviser, the Sub-Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund assigned to the Sub-Sub-Adviser by the Sub-Adviser and/or the Manager from time to time in the Sub-Adviser's Strategy, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities or other assets for the Fund’s 's investment portfolioportfolio in the Sub-Adviser's Strategy, all on behalf of the Fund and as described in the Fund’s initial 's most recent effective registration statement on Form N-2 and as declared effective by the Securities same and Exchange Commission, consistent with the such investment objectives and restrictions of the Fund policies described therein may thereafter be amended from time to time and as they may subsequently be changed communicated by the Fund’s Board of Trustees and publicly described and as , the Manager or the Sub-Adviser is notified of such changesin writing to the Sub-Sub-Adviser. In the performance of its duties, the Sub-Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the Fund, will ; (b) monitor the Fund’s 's investments in securities selected for the Fund by the Sub-Adviser hereunder, and will Adviser's Strategy; (c) comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund, and the Manager or the Sub-Adviser to the Sub-Sub-Adviser; (d) comply with (i) the investment objectivesobjective, policies and restrictions of the Fund stated in the Fund's most recently effective prospectus and statement of additional information, to (ii) such other investment objective, policies, restrictions or instructions as the extent Manager, the Fund's Board of Trustees or the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide may communicate to the Sub-Sub-Adviser with current copies in writing, and (iii) any changes to the objective, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Sub-Adviser in writing; (e) assist in the valuation of portfolio assets held by the Fund in the Sub-Adviser's Strategy as reasonably requested by the Manager or the Sub-Adviser of the Fund’s Declaration ; and (f) communicate as necessary with the Manager or the Sub-Adviser to coordinate the implementation of Trust, Bythe Manager's Strategy. The Sub-laws, prospectus and any amendments thereto, and any written objectives, policies, procedures or limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. , the Sub-Adviser and the Manager will also each make its officers and employees available to the other from time to time at reasonable times to review the investment objective, policies and restrictions of the Fund and to consult with each other regarding the investment affairs of the Fund. The Fund, the Manager or the Sub-Adviser will report to shall provide the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Sub-Adviser with current copies of the Fund's Declaration of Trust, By-laws, prospectus, statement of additional information and any amendments thereto, and any objective, policies or limitations not appearing therein as they may be relevant to the Sub-Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of 's performance under this Agreement. Unless otherwise provided by the Fund’s investment portfolio are invested. The Manager or the Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with in writing, the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers brokers, dealers, futures commission merchants, banks, or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities investments for the FundFund in the Sub-Adviser's Strategy, and is directed to use its commercially reasonable efforts to obtain best execution, which includes execution in such a manner that the Fund's total cost or proceeds in each transaction is the most favorable net results and execution of under the Fund’s orderscircumstances, taking into account all appropriate factors, including including, among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and communicated by the Fund, the Manager or Sub-Adviser in writing to the Sub-Sub-Adviser and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 under the 1940 Act), the Sub-Sub-Adviser may select brokers or dealers affiliated with the Sub-Sub-Adviser. It is understood that the Sub-Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the FundFund or the Manager, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the value of brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Fund and the Manager shall instruct the custodian for the Fund to accept and act upon instructions for purchases and sales of portfolio securities and other investment transactions for the account of the Fund issued by the Sub-Sub-Adviser pursuant to this Agreement. In addition, the Sub-Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Sub-Adviser or its affiliates to attempt to obtain more favorable price or lower brokerage commissions and efficient execution, if in the Sub-Sub-Adviser's reasonable judgment such aggregation is in the best interest of the Fund as well as such other accounts. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserSub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund, the Manager and the Sub-Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objective or for other reasons, the Sub-Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities, provided assets or instruments for another client. The Sub-Sub-Adviser will not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 under the 1940 Act) and the Funx'x xxxxcies and procedures that have been communicated by the Fund, the Manager or the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation writing to the services providedSub-Sub-Adviser, (b) the Sub-Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein, provided that no such policy or procedure shall bind the Sub-Sub-Adviser until it has been communicated by the Fund, the Manager or the Sub-Adviser in writing to the Sub-Sub-Adviser. The Sub-Sub-Adviser acknowledges that the Fund intends to rely on Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the "First Trust Fund complex") or consult with an affiliated person of any such sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), in each case concerning transactions for the Fund or any fund in the First Trust Fund complex in securities or other fund assets. A list of each sub-adviser to the First Trust Fund complex and each affiliated person of any such sub-adviser is provided by the Manager, and the Manager will promptly notify Sub-Sub-Adviser of any amendments to such list. In addition, with respect to a fund in the First Trust Fund complex with multiple sub-advisers, the Sub-Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund's portfolio as may be determined from time to time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund's portfolio concerning transactions for the fund in securities or other assets. Notwithstanding the foregoing, the provisions in this paragraph do not apply to consultations between the Sub-Adviser and the Sub-Sub-Adviser. The Sub-Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund in the Sub-Adviser's Strategy as they may reasonably request. In no instance will the Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser, the Sub-Sub-Adviser or any affiliated person of any of the Fund, the Manager, the Sub-Adviser or the Sub-Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will the Sub-Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Sub-Adviser is hereby authorized to Vote proxies in its sole discretion in accordance with its Proxy Voting Policy, a copy of which will be provided to the Fund at the Fund's request. The Sub-Sub-Adviser shall not be required to render any legal advice or initiate litigation with respect to portfolio assets, including, but not limited to, class action and bankruptcy claims. The Sub-Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolioportfolio allocated by Manager to Sub-Adviser, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any written objectives, policies, procedures or limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio allocated by Manager to Sub-Adviser are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s 's investment portfolio, all on behalf of the Fund and as described in the Fund’s 's initial registration statement on Form N-2 (File No. 333-143792) as declared effective by the Securities and Exchange CommissionSEC, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund's xxxxxxxs and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s the Trust's Board of Trustees (the "Board of Trustees") and the Manager, the Sub-Adviser will act as sub-adviser for, and furnish an investment program in respect of, of and make investment decisions for, and place all orders for the purchase and sale assets of securities for the Fund’s investment portfolioFund allocated to the Sub-Adviser by the Manager, all on behalf of the Fund and as described in consistent with the Fund’s initial 's currently effective registration statement on Form N-2 N-1A as declared effective by the Securities same and Exchange Commission, consistent with the such investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as policies applicable to the Sub-Adviser is notified Adviser's portion of such changesthe Fund's portfolio described therein may be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s 's investments in securities or other instruments selected for the Fund by the Sub-Adviser hereunderAdviser, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) comply with (i) the investment objectives, policies and restrictions stated in the Fund's most recently effective prospectus and statement of additional information that are applicable to the Fund's investment portfolio (including the asset class of the Fund, 's investment portfolio) allocated to the extent the Sub-Adviser has been notified of from time to time, (ii) such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any written other investment objectives, policies, procedures restrictions or limitations not appearing therein instructions as they the Manager or Fund's Board of Trustees may be relevant communicate to the Sub-Adviser’s performance Adviser in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under this Agreementthe foregoing (i) and (ii) as communicated to the Sub-Adviser in writing and (e) assist in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager or the Fund. The Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the Fund applicable to the portion of the portfolio allocated to the Sub-Adviser and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to For the Board avoidance of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voteddoubt, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to responsible for compliance with the Fund's investment objectives, or be in breach of any obligation owing policies and restrictions with respect to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess assets of the amount of commission another member of an exchange, broker or dealer would have charged if Fund's portfolio not allocated to the Sub-Adviser determined in good faith that or for the commission paid was reasonable in relation to the brokerage investment program or research services provided by such memberany other sub-adviser to the Fund. The Fund or the Manager shall provide the Sub-Adviser with current copies of the Trust's Declaration of Trust, broker By-laws, the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any objectives, policies or dealer, viewed in terms of that particular transaction or limitations not appearing therein as they may be relevant to the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided's performance under this Agreement. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the FundTrust, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s the Trust's Board of Trustees (the "Board of Trustees") and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of each Fund allocated to the Sub-Adviser from time to time, furnish an investment program in respect of, make investment decisions for, and place all orders through the Manager for the purchase and sale of securities and other assets for the respective Fund’s 's investment portfolio, all on behalf of the such Fund and as described in consistent with the Fund’s initial 's currently effective registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and N-1A as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s 's investments in securities or other instruments selected for the respective Fund by the Sub-Adviser hereunderAdviser, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) comply with (i) the investment objectives, policies and restrictions stated in the applicable Fund's most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Fund, Manager or the Trust's Board of Trustees may communicate to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-laws, prospectus and any amendments theretoin writing, and (iii) any written changes to the objectives, policies, procedures restrictions or limitations not appearing therein instructions required under the foregoing (i) and (ii) as they may be relevant communicated to the Sub-Adviser’s performance under this AgreementAdviser in writing, and (e) assist in the valuation of portfolio assets held by the respective Fund as requested by the Manager or the Fund. The Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the applicable Fund and to consult with each other regarding the investment affairs of the such Fund. Each Fund or the Manager shall provide the Sub-Adviser will report to with current copies of the Board Trust's Declaration of Trustees and to Manager with respect to Trust, the implementation of such program. Manager shall arrange for Trust's By-laws, the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of 's prospectus, the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered 's statement of additional information and any amendments thereto, and any policies or limitations not appearing therein as they may be relevant to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines 's performance under this Agreement. Unless otherwise approved by the Board and the best interests Manager, the Sub-Adviser shall have no authority to select brokers or dealers or otherwise place orders for the execution of the purchases and sales of portfolio investments on behalf of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting not arrange purchases or sales of proxies on behalf of the securities or other assets between a Fund and upon reasonable request will provide a report setting forth other accounts advised by the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Fund's xxxxxxxs and procedures, (b) the Sub-Adviser determines the purchase or sale is authorized to select in the brokers or dealers that will execute the purchases and sales best interests of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution (c) the Board of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty Trustees has approved these types of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedtransactions. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions for the a Fund as they may reasonably request. In no instance will a Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of the FundTrust, Manager, the Manager or the Sub-Adviser, except as may be permitted under the 1940 Act. For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the "First Trust Fund Complex") or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for a Fund or any fund in the First Trust Fund Complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund Complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund's portfolio as may be determined from time to time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund's portfolio concerning transactions for the fund in securities or other assets. Notwithstanding the foregoing, the provisions in this paragraph do not apply to the consultations between the Sub-Adviser and any sub-adviser retained by the Sub-Adviser pursuant to Section 4 hereunder. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s 's investment portfolio, all on behalf of the Fund and as described in the Fund’s 's initial registration statement on Form N-2 (File No. 333-132639) as declared effective by the Securities and Exchange CommissionSEC, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by the Manager to the Sub-Adviser are invested, consistent with the Sub-Adviser's written Proxy Policies and Procedures unless otherwise directed by the Manager or the Fund's Board of Trustees. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund's xxxxxxxx and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s the Trust's Board of Trustees (the "Board of Trustees" or the "Board") and the Manager, the Sub-Adviser will furnish an investment program in respect of, act as sub-adviser for the Fund and make investment decisions forrecommendations on a regular basis to the manager but no less than every 30 days to the Manager regarding the investment, and place all orders for the purchase reinvestment and sale of securities for the Fund’s assets of the Fund allocated to the Sub-Adviser by the Manager, which investment portfoliorecommendations shall include, but not be limited to, recommended securities, relative weights, relative changes in such weights or the composition of the portfolio and the manner and timing of implementing such changes, portfolio sales and associated recommended transactions all on behalf of the Fund and as described in the Fund’s initial 's currently effective registration statement on Form N-2 N-1A as declared effective by the Securities same and Exchange Commission, consistent with the such investment objectives and restrictions of the Fund policies described therein and as they may subsequently thereafter be changed by the Fund’s Board of Trustees and publicly described and as the amended from time to time. The Sub-Adviser is notified of such changesshall cooperate with the Manager to ensure the recommendations are current. In the performance of its duties, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing and (d) assist in the valuation of portfolio assets held by the Fund and allocated to the Sub-Adviser as requested by the Manager of the Fund. The Fund or the Manager will provide the Sub-Adviser with current copies of the Fund’s Trust's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Fund, Manager and Sub-Adviser agree that all investment decisions will ultimately be the responsibility of the Manager and Manager will each make its officers and employees available that the Sub-Adviser shall not have or be deemed to have investment discretion with respect to the other from time Fund's portfolio to time at reasonable times the extent permissible under applicable law, subject to review investment policies the following. Unless otherwise approved by the Board and Manager, the Sub-Adviser shall have no authority to select brokers or dealers or otherwise place orders for the execution of the Fund purchases and to consult with each other regarding the investment affairs sales of portfolio investments on behalf of the Fund. To the extent the Board and the Manager grant the Sub-Adviser will report such authority in the future, the Sub-Adviser shall select brokers or dealers and place orders to execute transactions involving assets of the Fund in accordance with applicable law (including rules under the 1940 Act) and any policixx, xxxxedures and restrictions adopted by the Board for the Fund regarding the execution of Trustees and the Fund's portfolio transactions. Prior to Manager with respect to any request that the implementation Sub-Adviser select brokers or dealers or otherwise place orders for the execution of such program. Manager shall arrange transactions for the Fund’s custodian to forward to , the Manager shall provide the Sub-Adviser or Sub-Adviser’s designated proxy agent with a copy of the then current policies, procedures and restrictions adopted by the Board on a timely basis copies behalf of all proxies and shareholder communications relating to securities in which assets the Fund regarding the execution of the Fund’s investment 's portfolio are investedtransactions. The Sub-Adviser will vote all such proxies delivered Advisor shall have no obligation to Sub-Adviser accept any responsibility or Sub-Adviser’s designated proxy agent consistent with authority for the Sub-Adviser’s proxy voting guidelines and selection of brokers or dealers or for the best interests placement of orders for the execution of transactions for the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of shall have no obligation or right to make decisions or take other action with respect to proxies, tender offers, or other corporate actions regarding investments the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select has recommended, it being understood that the brokers or dealers that will execute the purchases Manager shall have such right and sales of portfolio securities for responsibility unless reserved by the Fund. Notwithstanding the foregoing, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to advise the Manager and/or the Fund, upon reasonable request, with respect to proxies, tender offers and other corporate actions regarding securities or be other assets in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess portion of the amount of commission another member of an exchange, broker or dealer would have charged if Fund's portfolio that was allocated to the Sub-Adviser determined in good faith that sufficient time to permit the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction Manager or the Sub-Adviser’s overall responsibilities Fund to take appropriate action with respect to its accounts, including the Fund, as to which it exercises investment discretionsuch portfolio investments. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental servicesSimilarly, the Sub-Adviser is authorized shall have no responsibility or obligation with respect to pay spreads the filing of claims or commissions other documents in any class action lawsuits relating to brokers securities held or dealers furnishing such services in excess previously held by the Fund. For purposes of spreads or commissions that another broker or dealer may charge for complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the same transaction1940 Act, provided that the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the "First Trust Fund complex") or an affiliated person of such a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the Fund or any fund in the First Trust Fund complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund complex with multiple sub-advisers (including the Fund), the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund's portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with any other First Trust Fund complex sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund's portfolio concerning transactions for the fund in good faith that the commission securities or spread paid was reasonable in relation to the services providedother assets. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions its recommendations for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the FundTrust, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s 's investment portfolio, all on behalf of the Fund and as described in the Fund’s initial 's most recent effective registration statement on Form N-2 as declared effective by the Securities and Exchange CommissionSEC, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, Sub-the Sub- Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Sub- Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub- Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess loans of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities or loans for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Xxxx'x xolicies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Manager to the Sub-Adviser. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fundthe Trust’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 N-1A (File No. 811-22523) as declared effective the same may thereafter be amended from time to time and communicated by the Securities and Exchange Commission, consistent with Fund or the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as Adviser to the Sub-Adviser is notified of such changesin writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will in all material respects (a) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will (b) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. Manager will provide The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the FundTrust’s Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions to brokers or dealers furnishing such services sold, as well as expenses incurred in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 0000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of the Fund, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 ActAct or rules adopted thereunder. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fundthe Trust’s Board of Trustees (the “Board of Trustees” or the “Board”) and the Manager, the Sub-Adviser will furnish an act as a non-discretionary sub-adviser and provide a list of recommended investments and weightings (i.e., a “Model Portfolio”) and investment program recommendations to the Manager on a regular basis, but no less often than every 30 days, with respect to the Allocated Assets, which Model Portfolio and investment recommendations shall include, but not be limited to, recommended investments, relative weights, relative changes in respect ofsuch weights or the composition of the portfolio and the manner and timing of implementing such changes, make investment decisions for, portfolio sales and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, associated recommended transactions all on behalf of the Fund and as described in the Fund’s initial most current effective registration statement on Form N-2 as declared effective by the Securities and Exchange CommissionN-1A, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described or any successor form thereto, and as the same may thereafter be amended from time to time. The Sub-Adviser is notified of such changesshall cooperate with the Manager to ensure the recommendations are current and accurate. In the performance of its duties, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) with respect to the Allocated Assets, monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments, and will (c) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser, and (d) comply with (i) the investment objectivesobjective, policies and restrictions of stated in the Fund’s most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Manager or the Trust’s Board of Trustees may communicate to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-laws, prospectus and any amendments theretoin writing, and (iii) any written changes to the objectives, policies, procedures restrictions or limitations instructions required under the foregoing (i) and (ii) as communicated to the Sub-Adviser in writing (the foregoing items in (d) together with the Declaration of Trust and By-laws are the “Governing Documents”) and (e) with respect to the Allocated Assets, the Sub-Adviser is not appearing therein the official pricing agent with respect to the Allocated Assets but will assist in the valuation of portfolio assets held by the Fund as they may requested by the Manager or the Fund. The Sub-Adviser shall not act as a custodian, and no cash or securities shall be relevant paid or delivered to the Sub-Adviser’s performance under this Agreement, except in payment of the Sub-Advisory Fee (described in section 4 below). The Sub-Adviser and the Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report Fund (in each case, as applicable to the Board of Trustees Allocated Assets), the Model Portfolio and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines investment recommendations. The Fund or the Manager will provide the Sub-Adviser with current copies of the Trust’s Declaration of Trust and the best interests Trust’s By-laws. The Fund’s prospectus, statement of additional information and any amendments thereto are made available on the Fund’s public website. It is possible that due to different investment objectives or for other reasons, the Sub-Adviser and its affiliates may recommend securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client. If for any reason which is beyond the control of the Sub-Adviser, including market movements, contributions to or redemptions from the Fund or a change in the nature of any investments (whether through a change in business activity or credit rating), the Allocated Assets or the Fund ceases to comply with the Governing Documents or applicable law, the Manager may request and the Sub-Adviser shall promptly provide a revised Model Portfolio or investment recommendations that remedies the non-compliance. The Fund, Manager and Sub-Adviser agree that all investment decisions will ultimately be the responsibility of the Manager and that the Sub-Adviser shall not have or be deemed to have investment discretion with respect to the Fund’s portfolio to the extent permissible under applicable law, subject to the following. Unless otherwise approved by the Board and the Manager, the Sub-Adviser shall have no authority to select brokers or dealers or otherwise place orders for the execution of the purchases and sales of portfolio investments on behalf of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of shall have no obligation or right to make decisions or take other action with respect to proxies, tender offers or other corporate actions regarding investments the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fundhas recommended, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is it being understood that the Manager shall have such right and responsibility unless otherwise determined by the Board. Notwithstanding the foregoing, the Sub-Adviser will advise the Manager and/or Fund, upon request, with respect to proxies, tender offers and other corporate actions regarding securities or other assets comprising the Allocated Assets in sufficient time to permit the Manager or the Fund to take appropriate action with respect to such portfolio investments. The Sub-Adviser will not be deemed responsible or liable for failing to have acted unlawfullyadvise on any proxies where it has not received the proxies or related shareholder communications in a timely manner. For purposes of complying with Rule 10f-3, or to have breached a fiduciary duty to Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the Fund1940 Act, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the “First Trust Fund Complex”) or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the Fund or any fund in good faith that the commission paid was reasonable First Trust Fund Complex in relation to the brokerage securities or research services provided by such memberother fund assets. In addition, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accountsa fund in the First Trust Fund Complex with multiple sub-advisers, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of a fund’s portfolio as may be determined from time to time by the Board of Trustees or the Manager, and shall not consult with a sub-adviser (including any sub-adviser that is authorized a principal underwriter or an affiliated person of such principal underwriter) as to pay spreads any other portion of a fund’s portfolio concerning transactions for a fund in securities or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedother assets. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions the Model Portfolio and its recommendations for the Fund Allocated Assets as they may reasonably request. In no instance will the Fund’s portfolio securities assets constituting the Allocated Assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the FundTrust, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s the Trust's Board of Trustees (the "Board of Trustees") and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund allocated to the Sub-Adviser by the Manager, furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Manager) for the purchase and sale of securities and other assets for the Fund’s 's investment portfolioportfolio allocated to it by the Manager, all on behalf of the Fund and as described in consistent with the Fund’s initial 's currently effective registration statement on Form N-2 N-1A as declared effective by the Securities same and Exchange Commission, consistent with the such investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as policies applicable to the Sub-Adviser is notified Adviser's portion of such changesthe Fund's portfolio described therein may be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s 's investments in securities or other instruments selected for the Fund by the Sub-Adviser hereunderAdviser, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) comply with (i) the investment objectives, policies and restrictions stated in the Fund's most recently effective prospectus and statement of additional information that are applicable to the Fund's investment portfolio (including the asset class of the Fund, 's investment portfolio) allocated to the extent the Sub-Adviser has been notified of from time to time, (ii) such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any written other investment objectives, policies, procedures restrictions or limitations not appearing therein instructions as they the Manager or Fund's Board of Trustees may be relevant communicate to the Sub-Adviser’s performance Adviser in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under this Agreementthe foregoing (i) and (ii) as communicated to the Sub-Adviser in writing and (e) assist in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager or the Fund. The Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the Fund applicable to the portion of the portfolio allocated to the Sub-Adviser and to consult with each other regarding the investment affairs of the Fund. For the avoidance of doubt, the Sub-Adviser will report to not be responsible for compliance with the Board of Trustees Fund's investment objectives, policies and to Manager restrictions with respect to the implementation assets of such program. Manager shall arrange for the Fund’s custodian 's portfolio not allocated to forward to the Sub-Adviser or Subfor the investment program or services provided by any other sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating adviser to securities in which assets of the Fund’s investment portfolio are invested. The Fund or the Manager shall provide the Sub-Adviser will vote all such proxies delivered with current copies of the Trust's Declaration of Trust, By-laws, the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and 's performance under this Agreement. Unless otherwise provided by the best interests of Manager, the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factorsfactors in the reasonable discretion of the Sub-Adviser, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including if applicable Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the value of the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner as determined in Sub-Adviser's reasonable discretion. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities or instruments for another client. The Sub-Adviser will properly not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 0000 Xxx) and the Fund's policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Manager to the Sub-Adviser. The Manager shall provide reasonable advance notice to the Sub-Adviser of such policies and procedures and any amendments thereto. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the FundTrust, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will the Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s 's investment portfolio, all on behalf of the Fund and as described in the Fund’s 's initial registration statement on Form N-2 (File No. 333-124146) as declared effective by the Securities and Exchange CommissionSEC, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s 's investments in securities selected (provided that except for the Fund by compliance responsibilities of the Sub-Adviser hereunderwith respect to the portfolio services described in the first sentence of this Section 2, the Manager shall remain responsible for the oversight of compliance with the Fund's policies and will procedures and its Prospectus and Statement of Additional Information), (c) comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) assist in the valuation of portfolio securities held by the Fund as requested by the Manager or the Fund; provided that prices derived from third parties are the responsibility of such third parties and do not reflect the professional opinion of the Sub-Adviser, and information provided by the Sub-Adviser that may be used to determine "fair value" prices are solely the reflection of the Sub-Adviser's professional opinion and the Fund and the Manager are free to accept or reject this information; the Sub-Adviser is not solely responsible for the pricing of the Fund's securities. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable, and neither the Fund nor the Manager shall object to any such fair and equitable allocation. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities for another client. Unless the Fund's Board of Trustees determines otherwise, provided that the Sub-Adviser determined in good faith that the commission will vote all proxies solicited by or spread paid was reasonable in relation with respect to the services providedissuers of securities which assets of the Fund's investment portfolio allocated by the Manager to the Sub-Adviser are invested, consistent with the Sub-Adviser's written Proxy Policies and Procedures. The Sub-Adviser will properly maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fuxx'x xxxicies and procedures, (b) the Sub-Adviser reasonably believes the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. However, no such policy or procedure shall be binding on the Sub-Adviser unless it is communicated to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be knowingly purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of any of the Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will act as sub‑adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial most recent registration statement on Form N-2 N‑1A as declared effective by the Securities SEC or deemed automatically effective, and Exchange Commissionas the same may thereafter be amended from time to time. In the performance of its duties, consistent Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund’s investments, and (c) comply with the provisions of the Fund’s Declaration of Trust and By‑laws, as amended from time to time and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives objectives, policies and restrictions of the Fund described therein as such objectives, policies and as they restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and as communicated by the Trust, on behalf of the Fund, or the Adviser to the Sub-Adviser is notified of such changesin writing. In The Fund or the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide provided the Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-lawsBy‑laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e‑1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a‑7 of the 0000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions. The Trust, on behalf of the Fund, may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Adviser to the Sub-Adviser. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the ManagerAdviser, Sub-Adviser or any affiliated person of either the Fund, Managerthe Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolioportfolio allocated to the Sub-Adviser by the Adviser, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives objectives, policies and restrictions of the Fund described therein Fund, as such objectives, policies and as they restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. Manager The Adviser will provide the Sub-Adviser with current copies of the Fund’s Declaration of Trust, Trust and By-laws, prospectus laws and any amendments thereto, and any written objectives, policies, procedures or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and Manager the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to Manager the Adviser with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to The Sub-Adviser will vote proxies solicited by or Sub-Adviser’s designated proxy agent on a timely basis copies with respect to the issuers of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The allocated by the Adviser to the Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent are invested, consistent with the Sub-Adviser’s proxy voting guidelines guidelines, as in effect from time to time, and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, voted including the name names of the corresponding issuers. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or and other services services, if any, that may be provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of the Fund, Manager, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s 's investment portfolio, all on behalf of the Fund and as described in the Fund’s 's initial registration statement on Form N-2 (File No. 333-131194) as declared effective by the Securities and Exchange CommissionSEC, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of Fund as such objectives, policies and restrictionsrestrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to Sub-the Sub- Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in Sub- Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the judgment Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund would be benefited by supplemental servicesand Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services have available funds for investment, investments suitable and appropriate for each will be allocated in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the a manner believed by Sub-Adviser determined to be equitable to each, although such allocation may result in good faith a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 0000 Xxx) and the Fund's policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform in all material respects to all applicable rules and regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities; (c) will report to the Manager and to the Board of Trustees of the Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Manager or the Board of Trustees of the Fund; and (d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager and will prepare and furnish the Manager and Fund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law. 3.

Services to be Performed. Subject always to the supervision of Fundthe Trust’s Board of Trustees (the “Board of Trustees”) and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund allocated to the Sub-Adviser from time to time, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities and other assets for the Fund’s investment portfolioportfolio allocated to the Sub-Adviser, all on behalf of the Fund and as described in the Fund’s initial most current effective registration statement on Form N-2 as declared effective by the Securities and Exchange CommissionN-1A, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described or any successor form thereto, and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments, and will (c) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) comply with (i) the investment objectives, policies and restrictions of stated in the Fund’s most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Manager or the Trust’s Board of Trustees may communicate to the extent Sub Adviser in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Adviser has been notified in writing and (e) assist in the valuation of such objectives, policies and restrictions. portfolio assets held by the Fund as reasonably requested by the Manager will provide Sub-Adviser with current copies of or the Fund’s Declaration , with the understanding that ultimate responsibility for determining the valuation of Trust, By-laws, prospectus and any amendments thereto, and any written objectives, policies, procedures or limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreementportfolio assets shall rest solely with Manager and/or Fund based on their own determinations. The Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the Fund and to consult with each other regarding the investment affairs of the such Fund. The Fund or the Manager will provide the Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis current copies of all proxies the Trust’s Declaration of Trust, the Trust’s By-laws and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are investedamendments thereto. The Sub-Adviser is responsible for voting in respect of securities and other assets held in the Fund’s portfolio and will exercise or not exercise a right to vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent in accordance with the Sub-Adviser’s proxy voting guidelines and policy, a copy of which has been provided to the best interests of the FundManager. The Sub-Adviser will maintain appropriate records detailing its shall promptly notify the Manager and the Fund of any material change in the voting of proxies policy. The SubAdviser is permitted to represent any holdings on behalf of the Fund at any ordinary or special meeting of shareholders and upon reasonable request will provide a report setting forth has the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuersright to exercise any voting rights or any other similar or connected rights. The Sub-Adviser is authorized to select select, in consultation with the brokers Manager, and enter into agreements with the brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factorsfactors in the reasonable discretion of the Sub-Adviser, including including, among other things price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval of the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including if applicable Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the value of the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner as determined in the Sub-Adviser’s reasonable discretion. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities, provided that the Sub-Adviser determined in good faith that the commission assets or spread paid was reasonable in relation to the services providedinstruments for another client. The Sub-Adviser will properly not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. For purposes of complying with Rule l0f-3, Rule 12d3-l, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other subadviser of an investment company or a series of an investment company that is advised by the Manager (the “First Trust Fund complex”) or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the Fund or any fund in the First Trust Fund complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund’s portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund’s portfolio concerning transactions for the fund in securities or other assets. Notwithstanding the foregoing, the provisions in this paragraph do not apply to the consultations between the Sub-Adviser and any sub-adviser retained by the SubAdviser pursuant to Section 4 hereof. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the FundTrust, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Fund’s Board of Trustees and the Manager, Sub-Adviser Commodity Subadvisor will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfoliofutures contracts, forward contracts, options on futures contracts and other commodity interests (“Commodity Interests”), all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 S-1 as declared effective by the United States Securities and Exchange CommissionCommission (the “Registration Statement”), consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changestherein. In the performance of its duties, Sub-Adviser Commodity Subadvisor will satisfy its fiduciary duties to the Fund, will select and monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, Commodity Interests and will comply with the provisions of the Fund’s Declaration of Amended and Restated Trust and By-lawsAgreement (the “Trust Agreement”) as filed with the Registration Statement, as the Trust Agreement may be amended from time to timetime (to the extent Commodity Subadvisor has been notified in writing of such amendments at least 90 days prior to effectiveness), and the Fund’s investment objectives, policies and restrictions of as disclosed in the FundRegistration Statement, to the extent the Sub-Adviser has been notified of as such investment objectives, policies and restrictionsrestrictions may be amended from time to time (to the extent Commodity Subadvisor has been notified in writing of such amendments at least 90 days prior to effectiveness). Manager will provide Sub-Adviser Commodity Subadvisor with current copies of the Fund’s Declaration of Trust, By-lawsorganizational documents, prospectus and any amendments thereto, and any written objectivesobjectives (as contained in the investment guidelines, if any), policies, procedures or limitations not appearing therein as they may be relevant to Sub-AdviserCommodity Subadvisor’s performance under this Agreement, all of which will be binding on Commodity Subadvisor upon receipt thereof from Manager at least 90 days prior to effectiveness. Sub-Adviser Commodity Subadvisor and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser Commodity Subadvisor will report to the Board of Trustees and to Manager with respect to Commodity Subadvisor’s services hereunder. All commissions and expenses arising from the implementation trading of such program. Manager shall arrange for Commodity Interests, or other transactions in the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies course of all proxies and shareholder communications relating to securities in which assets the administration of the Fund’s investment portfolio are investedaccount, shall be charged to the Fund’s account with its clearing broker(s). The SubIf requested by Commodity Subadvisor, Manager shall deliver to Commodity Subadvisor, and renew when necessary, a commodity trading authorization appointing Commodity Subadvisor as the Fund’s agent and attorney-Adviser will vote all such proxies delivered to Subin-Adviser or Sub-Adviser’s designated proxy agent consistent with fact for the Sub-Adviser’s proxy voting guidelines and the best interests purpose of trading Commodity Interests on behalf of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting All trades for the account of proxies the Fund directed by Commodity Subadvisor shall be made through such clearing broker or brokers as Manager directs (each, a “clearing broker”). Notwithstanding the foregoing, Commodity Subadvisor may place orders for Commodity Interest transactions for the Fund through executing brokers or floor brokers selected by Commodity Subadvisor and may execute on behalf of the Fund and upon reasonable request “give-up” agreements with such executing brokers or floor brokers where necessary; provided that Commodity Subadvisor will provide Manager and the Fund on a report setting forth quarterly basis with a list of the proposals voted executing brokers or floor brokers Commodity Subadvisor is then using, and Manager may, within 5 days of receiving such list after consultation with Commodity Subadvisor, object to the use of an executing broker or floor broker because the Manager reasonably believes the use of such executing broker or floor broker would be detrimental to the Fund and its investors, and Commodity Subadvisor shall cease using such broker on and how behalf of the Fund. Any over-the-counter contracts in Commodity Interests transacted for the Fund’s shares were voted, including account will be effected through the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a clearing broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fundaffiliates, as agreed upon between Commodity Subadvisor and Manager. Commodity Subadvisor from time to time may select other dealers through which it exercises investment discretionany such contracts will be traded, with the prior written consent of Manager. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. Sub-Adviser Commodity Subadvisor further agrees that it: