Common use of Effectiveness, Duration and Termination of Agreement Clause in Contracts

Effectiveness, Duration and Termination of Agreement. a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statement. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfied, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementfirst written above. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors oror by the Adviser; provided, on however, that following a Non-Listed Offering and prior to an Exchange Listing, the Adviser may only terminate this agreement upon not more than 120 days’ written notice, by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the Investment Company Act, from the date of the Company’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements Following a Non-Listed Offering and all earned but unpaid fees payable to the Adviser prior to termination an Exchange Listing the provisions set forth in “Annex A —VI. Effectiveness, Duration and Termination of this Agreement, including any deferred fees. The Adviser ” shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transitionapply. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date hereof. This Agreement shall continue for a term of two years, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (a) the Company meets vote of the minimum offering requirement Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (b) the vote of a majority of the Fund’s Trustees who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Registration StatementInvestment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 upon sixty (60) days’ written noticenotice by the Fund, by the vote of a majority of the outstanding voting securities of the Company Fund or by the vote of the CompanyFund’s independent directors or, Trustees or on 120 one hundred and twenty (120) days’ written notice, notice by the Adviser. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). The provisions of Section 9 10 of this Agreement shall remain in full force and effect, and the Adviser Indemnified Parties shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, expiration and Section 9 10 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. (b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfied, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Fund within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: (i) Deliver to the Board of Trustees a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardBoard of Trustees; (ii) Deliver to the Board of Trustees all assets and documents of the Company Fund then in custody of the Adviser; and (iii) Cooperate with the Company Fund to provide an orderly management transition. e(c) Without the approval of holders of a majority of the shares of the Fund entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Declaration of Trust, the Adviser shall not: (i) amend modify this Agreement except for amendments that do not adversely affect the rights of the stockholdersshareholders; (ii) appoint a new Adviser (other than a Sub-Adviser pursuant to the terms of this Agreement and applicable law); (iii) sell all or substantially all of the Fund’s assets other than in the ordinary course of the Fund’s business or as otherwise permitted by law; or (iv) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company Fund and would not materially adversely affect the stockholders; shareholders (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. fd) The Company Fund may terminate the Adviser’s interest in the CompanyFund’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the CompanyFund. If the Company Fund and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the CompanyFund. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the CompanyFund.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the first date that above written. This Agreement shall remain in effect for an indefinite period; provided, however, for so long as the Company meets elects to be regulated as a BDC under the minimum offering requirement as such term is defined in the Registration Statement. This Investment Company Act, then this Agreement may be terminated at any time, without cause or the payment of any penalty, on upon not more than 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, Directors or by the AdviserAdvisor. The provisions of Section 9 8 of this Agreement shall remain in full force and effect, and the Adviser Advisor shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser Advisor shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, expiration and Section 9 8 shall continue in force and effect and apply to the Adviser Advisor and its representatives as and to the extent applicable. (b) For so long as the Company elects to be regulated as a BDC under the Investment Company Act: (i) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the Investment Company Act, from the date of the Company’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the BoardCompany’s Board of Directors, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act.; c(ii) The Agreement may be terminated at any time, without the payment of any penalty, upon not more than 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Company’s Directors or by the Advisor; (iii) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d(c) After The provisions of Section 8 of this Agreement shall remain in full force and effect, and the Advisor shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it Advisor shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following amounts owed under Section 3 through the date of the last accounting furnished termination or expiration and Section 8 shall continue in force and effect and apply to the Board; ii) Deliver Advisor and its representatives as and to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transitionextent applicable. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementfirst written above. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written noticenotice by the Fund, by the vote of a majority of the outstanding voting securities of the Fund (as defined by the Investment Company Act) or by the vote of the CompanyFund’s independent directors or, trustees or on 120 days’ written notice, notice by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 Sections 2 or 5 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. (b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the Investment Company Act, from the date of the Fund’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Ai) the vote of the BoardBoard of Trustees, or by the vote of a majority of the outstanding voting securities of the Company Fund and (Bii) the vote of a majority of the CompanyFund’s directors Board of Trustees who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. (c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). (d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Fund within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: (i) Deliver to the Board of Trustees a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardBoard of Trustees; (ii) Deliver to the Board of Trustees all assets and documents of the Company Fund then in custody of the Adviser; and (iii) Cooperate with the Company Fund to provide an orderly management transition. (e) Without the approval of holders of a majority of the shares Shares entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Declaration of Trust, the Adviser shall not: (i) amend modify this Agreement except for amendments that do not adversely affect the rights of the stockholdersshareholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iviii) sell all or substantially all of the CompanyFund’s assets other than in the ordinary course of the CompanyFund’s business or as otherwise permitted by law; or (viv) cause except as otherwise permitted herein, voluntarily withdraw as the merger or other reorganization Adviser unless such withdrawal would not affect the tax status of the Company except as permitted by law. In Fund and would not materially adversely affect the event that the Adviser should withdraw pursuant to shareholders (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company Fund may terminate the Adviser’s interest in the CompanyFund’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the CompanyFund. If the Company Fund and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the CompanyFund. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the CompanyFund.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementfirst written above. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written noticenotice by the Fund, by the vote of a majority of the outstanding voting securities of the Fund (as defined by the Investment Company Act) or by the vote of the CompanyFund’s independent directors or, trustees or on 120 days’ written notice, notice by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 Sections 2 or 5 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. (b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the Investment Company Act, from the date of the Fund’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Ai) the vote of the BoardBoard of Trustees, or by the vote of a majority of the outstanding voting securities of the Company Fund and (Bii) the vote of a majority of the CompanyFund’s directors Board of Trustees who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. (c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). (d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Fund within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: (i) Deliver to the Board of Trustees a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardBoard of Trustees; (ii) Deliver to the Board of Trustees all assets and documents of the Company Fund then in custody of the Adviser; and (iii) Cooperate with the Company Fund to provide an orderly management transition. (e) Without the approval of holders of a majority of the shares Shares entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Declaration of Trust, the Adviser shall not: (i) amend modify this Agreement except for amendments that do not adversely affect the rights of the stockholdersshareholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iviii) sell all or substantially all of the CompanyFund’s assets other than in the ordinary course of the CompanyFund’s business or as otherwise permitted by law; or (viv) cause except as otherwise permitted herein, voluntarily withdraw as the merger or other reorganization Adviser unless such withdrawal would not affect the tax status of the Company except as permitted by law. In Fund and would not materially adversely affect the event that the Adviser should withdraw pursuant to shareholders; and (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company Fund may terminate the Adviser’s interest in the CompanyFund’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the CompanyFund. If the Company Fund and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the CompanyFund. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the CompanyFund.

Effectiveness, Duration and Termination of Agreement. a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementfirst written above. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 sixty (60) days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, or by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two (2) years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the Investment Company Act, from the date of the Company’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration StatementEffective Date. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedEffective Date, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Ai) the vote of the Board, Board or by the vote of a majority of the outstanding voting securities of the Company and (Bii) the vote of a majority of the Company’s directors trustees who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) . This Agreement will may be terminated at any time, without the payment of any penalty, (1) upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of a majority of the Company’s trustees, or (2) upon 120 days’ written notice, by the Adviser. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Paragraph 3 through the date of termination or expiration. d(b) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: : (i) Deliver deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ; (ii) Deliver deliver to the Board all assets and documents of the Company then in custody of the Adviser; and and (iii) Cooperate cooperate with the Company to provide an orderly management transition. e(c) Without the approval of holders of a majority of the shares Common Shares entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Declaration of Trust, the Adviser shall not: (i) amend modify this Agreement except for amendments that do not adversely affect the rights of the stockholdersshareholders; (ii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iii) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (iv) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalshareholders. f(d) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. aThe prior Investment Advisory Agreement between the Fund and the Adviser relating to the Series, dated April 28, 1993 (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect) shall terminate upon the effectiveness of this Agreement. This Agreement shall become effective as of the date above written. This Agreement shall remain in effect until June 30, 2003, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (a) the Company meets vote of the minimum offering requirement Fund's Trustees, including a majority of such Trustees who are not parties to this Agreement or "interested persons" (as such term is defined in Section 2(a)(19) of the Registration StatementInvestment Company Act of 1940) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or (b) the vote of a majority of the outstanding voting securities of the Series and the vote of the Fund's Trustees, including a majority of such Trustees who are not parties to this Agreement or "interested persons" (as so defined) of any such party. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ ' written notice, notice by the vote of a majority of the outstanding voting securities of the Company Series, or by the vote of a majority of the Company’s independent directors or, on 120 days’ written notice, Fund's Trustees or by the Adviser. The , and will automatically terminate in the event of its "assignment" (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act of 1940); provided, however, that the provisions of Section 9 Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreementsuch termination. FurtherThe Adviser may, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfied, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the upon termination of this Agreement, require the Adviser shall not be entitled Fund to compensation for further services provided hereunderrefrain from using the name "Royce" in any form or combination in its name or in its business, except that it and the Fund shall, as soon as practicable following its receipt of any such request from the Adviser, so refrain from using such name. Any notice under this Agreement shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements given in writing, addressed and all earned but unpaid fees payable delivered or mailed, postage prepaid, to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transitionother party at its principal office. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementfirst written above. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities shares of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, or by the Adviser. “Majority of the outstanding shares” means the lesser of (1) 67% or more of the outstanding shares of the Company’s common stock present at a meeting, if the holders of more than 50% of the outstanding shares of the Company’s common stock are present or represented by proxy or (2) a majority of outstanding shares of the Company’s common stock. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. (b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. (c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementfirst written above. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, or by the Adviser. The provisions of Section 9 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. (b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the Investment Company Act, from the date of the Company’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. (c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. a) This Agreement shall become effective as of the first date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementabove written. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedyears, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Aa) the vote of the BoardCorporation’s Board of Directors, or by the vote of a majority of the outstanding voting securities of the Company Corporation and (Bb) the vote of a majority of the CompanyCorporation’s directors Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) . This Agreement will automatically may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Corporation, or by the vote of the Corporation’s Directors. The Adviser may terminate in the event this Agreement upon 120 days’ written notice and shall pay expenses incurred as a result of its “assignment” (as such term is defined for purposes of Section 15(a)(4) voluntary termination of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: : (i) Deliver deliver to the Corporation’s Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; Corporation’s Board of Directors; (ii) Deliver deliver to the Corporation’s Board of Directors all assets and documents of the Company Corporation then in custody of the Adviser; and and (iii) Cooperate cooperate with the Company Corporation to provide an orderly management transition. etransition of services. This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) Without the approval of holders of a majority of the shares Investment Company Act). The provisions of Section 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to vote on the matterbenefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant be entitled to the terms any amounts owed under Section 3 of this Agreement and applicable law); (iv) sell all through the date of termination or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalexpiration. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the first date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementabove written. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date after such minimum offering requirement is satisfieddate, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by by (Ai) the vote of the Board, or by the vote of shareholders holding a majority of the outstanding voting securities of the Company and Company, and (Bii) the vote of a majority of the Company’s directors Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such partyparty to this Agreement, in accordance with the requirements of the Investment Company Act. (b) This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of shareholders holding a majority of the outstanding voting securities of the Company, or by the vote of the Company’s Directors or by the Investment Adviser. (c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act); provided that the parties hereto acknowledge and agree that this Agreement will not terminate when, in connection with the closing of the Merger Transaction, the Corporation automatically becomes a party to this Agreement and assumes the obligations of the Company hereunder. (d) After The provisions of Section 8 of this Agreement shall remain in full force and effect, and the Investment Adviser and the other Indemnified Parties shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Investment Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following amounts owed under Section 3 through the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transitiontermination or expiration. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. a) a. This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration StatementEffective Date. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 sixty (60) days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the CompanyTrust’s independent directors trustees or, on 120 sixty (60) days’ written notice, by the Adviser. The provisions of Section 9 10 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 4 through the date of termination or expiration, and Section 9 10 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) b. This Agreement shall continue in effect for two (2) years from the date such minimum offering requirement is satisfiedAugust 8, 2022, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company Board and (B) the vote of a majority of the CompanyTrust’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Actindependent trustees. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) c. After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Trust Parties within 30 thirty (30) days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) i. Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) . Deliver to the Board all assets and documents of the Company Trust Parties then in custody of the Adviser; and iii) . Cooperate with the Company Trust Parties to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. d. In the event that the Trust or the Operating Partnership commences a liquidation of its investments during any calendar year, the Trust and the Operating Partnership will pay the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate Management Fee from the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value proceeds of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Companyliquidation.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statement. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ first written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicableabove. (b) This Agreement shall continue remain in effect for two years from the date such minimum offering requirement is satisfied, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Company’s Board, or by the affirmative vote of a majority of the outstanding voting securities of the Company (as defined in the Investment Company Act) and (B) the vote of a majority of the Company’s directors Trustees who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act.; (c) The Agreement may be terminated at any time, without the payment of any penalty, upon sixty (60) days’ written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Company’s Board, or by the Advisor upon at least one hundred twenty (120) days’ written notice to the Company; and (d) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d(e) After The provisions of Sections 4, 12, and 18 of this Agreement shall remain in full force and effect, and the Advisor shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it Advisor shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements any amounts owed under Sections 4 and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following 5 through the date of the last accounting furnished termination or expiration and Section 12 shall continue in force and effect and apply to the Board; ii) Deliver Advisor and each Covered Person as and to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transitionextent applicable. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. a) This Agreement shall become effective as upon consummation of the date that the Company meets the minimum offering requirement as such term is defined in the Registration StatementTransaction. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedconsummation of the Transaction, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the first date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementabove written. This Agreement may be terminated (a) at any time, without cause or the payment of any penalty, on upon 60 days’ written notice, (i) by the Adviser, (ii) by the vote of a majority of the outstanding voting securities of the Company or Company, (iii) by the vote of the Company’s independent directors ordirectors, on 120 days’ written notice, or (iii) by the Sub-Adviser. ; (b) by the Adviser or the Company upon a material breach by the Sub-Adviser of any of the Sub-Adviser’s obligations or representations under this Agreement if such breach is not corrected within ten (10) business days after notice thereof by the Adviser or the Company; or (c) immediately by the Adviser if the Sub-Adviser is grossly negligent, commits fraud or willful misconduct, misappropriates funds or violates any criminal law or declares bankruptcy or the occurrence of other similar insolvency events. (b) The provisions of Section 9 8 of this Agreement shall remain in full force and effect, and the Sub-Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Sub-Adviser shall be entitled to any amounts owed under Section 3 5 through the date of termination or expiration, and Section 9 8 shall continue in force and effect and apply to the Sub-Adviser and its representatives as and to the extent applicable. b(c) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c(d) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d(e) After the Upon termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled Company may elect to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date distribution of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then Allocated Assets in-kind or in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transitioncash. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. a) This Agreement shall become effective as of the date hereof; provided, however, that the Company meets the minimum offering requirement as such term is defined in the Registration Statement. This this Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written noticenotice by the Fund, by the Board or by vote of a majority of the outstanding voting securities interests (as defined in the 1940 Act) of the Company Fund, or by the vote of the Company’s independent directors or, on not less than 120 days’ written notice, notice by the AdviserAdviser to the Fund. The provisions of Section 9 13 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section Sections 3 or 11 through the date of termination or expiration. The payment of such amounts must be fair and protect the solvency and liquidity of the Fund. When the termination is voluntary, and the method of payment will be presumed to be fair if it provides for a non-interest bearing unsecured promissory note with principal payable, if at all, from distributions which the terminated Adviser otherwise would have received under Sections 3 or 11 had the Adviser not been terminated. When the termination is involuntary, the method of payment will be presumed to be fair if it provides for an interest bearing promissory note maturing in not more than five years with equal installment each year. If the Fund continues its operations following the termination of this Agreement by the Adviser, the Adviser shall pay all expenses incurred as a result of its withdrawal. Notwithstanding the termination or expiration of this Agreement as aforesaid, Section 9 13 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the 1940 Act, from the date of the Fund’s election to be regulated as a BDC under the 1940 Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Ai) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company Fund and (Bii) the vote of a majority of the CompanyFund’s directors Board who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company 1940 Act) of any such party, in accordance with the requirements of the Investment Company 1940 Act. c) This Agreement will shall terminate automatically terminate in the event of its “assignment” assignment (as such term is defined for purposes of Section 15(a)(4in the 1940 Act) of by the Investment Company Act)Adviser. d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Fund within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company Fund then in custody of the Adviser; and iii) Cooperate with the Company Fund to provide an orderly management transition. e) Without the approval of holders of a majority of the shares Shares entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Declaration of Trust, the Adviser shall not: (i) amend modify this Agreement except for amendments that do not adversely affect the rights of the stockholdersshareholders; (ii) except as otherwise permitted herein, appoint a new Adviser (other than a subadviser pursuant to the terms of this Agreement and applicable law); (iii) sell all or substantially all of the Fund’s assets other than in the ordinary course of the Fund’s business; (iv) cause the merger or other reorganization of the Fund; or (v) voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company Fund and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalshareholders. f) The Company Fund may terminate the Adviser’s interest in the CompanyFund’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the CompanyFund. If the Company Fund and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the CompanyFund. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the CompanyFund.

Effectiveness, Duration and Termination of Agreement. a) This Agreement shall become effective as of the first date that above written and shall continue automatically for successive annual periods unless the Company meets Company, by vote of a majority of the minimum offering requirement Company’s “independent directors” (as such term is defined in under the Registration Statementrules of the NASDAQ Stock Market or such other securities market on which the securities of the Company are then traded) provides written notice of non-renewal at least 60 days prior to the scheduled expiration date. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written noticeupon the mutual agreement of (i) the Company, by the vote of a majority of the outstanding voting securities Company’s “independent directors,” and (ii) the Adviser. All fees and calculations contemplated hereunder for the quarter ending March 31, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated by the Company or by at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds of the independent directors of the Company’s independent directors or, on 120 days’ written noticefor any reason. In the event of such termination or non-renewal, the Company shall pay to the Adviser a termination fee equal to three times the sum of the average annual Base Management Fee and Incentive Fee earned by the AdviserAdviser during the 24-month period prior to the effective date of such termination. The provisions of Section 9 6 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfied, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. a) This Agreement shall become effective as of the date hereof; provided, however, that the Company meets the minimum offering requirement as such term is defined in the Registration Statement. This this Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written noticenotice by the Fund, by the Board or by vote of a majority of the outstanding voting securities interests (as defined in the 1940 Act) of the Company Fund, or by the vote of the Company’s independent directors or, on not less than 120 days’ written notice, notice by the AdviserSubadviser to the Adviser and the Fund, without the payment of any penalty, on not less than 120 days’ written notice to the Fund. The provisions of Section 9 10 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser Subadviser shall be entitled to any amounts owed under Section Sections 3 or 8 through the date of termination or expiration, and Section 9 10 shall continue in force and effect and apply to the Adviser Subadviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the 1940 Act, from the date of the Fund’s election to be regulated as a BDC under the 1940 Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Ai) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company Fund and (Bii) the vote of a majority of the CompanyFund’s directors Board who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company 1940 Act) of any such party, in accordance with the requirements of the Investment Company 1940 Act. c) This Agreement will shall terminate automatically terminate in the event of its “assignment” assignment (as such term is defined for purposes of Section 15(a)(4in the 1940 Act) of by the Investment Company Act)Adviser. d) After the termination of this Agreement, the Adviser Subadviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Fund within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company Fund then in custody of the AdviserSubadviser; and iii) Cooperate with the Company Fund to provide an orderly management transition. e) Without the approval of holders of a majority of the shares Shares entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Declaration of Trust, the Adviser shall not: (i) amend modify this Agreement except for amendments that do not adversely affect the rights of the stockholdersshareholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iviii) sell all or substantially all of the CompanyFund’s assets other than in the ordinary course of the CompanyFund’s business or as otherwise permitted by law; or (viv) cause the merger or other reorganization of the Company except Fund; or (v) voluntarily withdraw as permitted by law. In the event that Subadviser unless such withdrawal would not affect the Adviser should withdraw pursuant to (ii) above, tax status of the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalFund and would not materially adversely affect the shareholders. f) The Company Fund may terminate the AdviserSubadviser’s interest in the CompanyFund’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated AdviserSubadviser’s interest, determined by agreement of the terminated Adviser Subadviser and the CompanyFund. If the Company Fund and the Adviser Subadviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the CompanySubadviser. The method of payment to the terminated Adviser Subadviser must be fair and must protect the solvency and liquidity of the CompanyFund.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementfirst written above. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written noticenotice by the Fund, by the vote of a majority of the outstanding voting securities of the Fund (as defined by the Investment Company Act) or by the vote of the CompanyFund’s independent directors or, trustees or on 120 days’ written notice, notice by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. In addition, if the Fund elects to continue its operations following termination of the Advisory Agreement by the Adviser, the Adviser shall pay all expenses incurred as a result of its withdrawal. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 Sections 2 or 5 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. (b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfieduntil August 8, 2025, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Ai) the vote of the BoardBoard of Trustees, or by the vote of a majority of the outstanding voting securities of the Company Fund and (Bii) the vote of a majority of the CompanyFund’s directors Board of Trustees who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. (c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). (d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Fund within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: (i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (ii) Deliver to the Board all assets and documents of the Company Fund then in custody of the Adviser; and (iii) Cooperate with the Company Fund to provide an orderly management transition. (e) Without the approval of holders of a majority of the shares Shares entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Declaration of Trust, the Adviser shall not: (i) amend modify this Agreement except for amendments that do not adversely affect the rights of the stockholdersshareholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iviii) sell all or substantially all of the CompanyFund’s assets other than in the ordinary course of the CompanyFund’s business business; or (iv) except as otherwise permitted by law; or (v) cause herein, voluntarily withdraw as the merger or other reorganization Adviser unless such withdrawal would not affect the tax status of the Company except as permitted by law. In Fund and would not materially adversely affect the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalshareholders. (f) The Company Fund may terminate the Adviser’s interest in the CompanyFund’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the CompanyFund. If the Company Fund and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the CompanyFund. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the CompanyFund.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementfirst written above. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written noticenotice by the Fund, by the vote of a majority of the outstanding voting securities of the Fund (as defined by the Investment Company Act) or by the vote of a majority of the Company’s trustees who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party ("independent directors trustees") or, on 120 days’ written notice, by the Adviser. In addition, if the Fund elects to continue its operations following termination of this Agreement by the Adviser, the Adviser shall pay all expenses incurred as a result of its withdrawal. The provisions of Section 9 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section Sections 2 or 3 through the date of termination or expiration, and Section 9 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. (b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedof the Initial Agreement, November 22, 2022, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Ai) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company Fund and (Bii) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such partyindependent trustees, in accordance with the requirements of the Investment Company ActAct and any applicable guidance, interpretation or relief of the SEC or its staff. (c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). (d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Fund within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: (i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (ii) Deliver to the Board all assets and documents of the Company Fund then in custody of the Adviser; and (iii) Cooperate with the Company Fund to provide an orderly management transition. (e) Without the approval of holders of a majority of the shares Shares entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Declaration of Trust, the Adviser shall not: (i) amend modify this Agreement except for amendments that which do not adversely affect materially alter or change the powers, preferences, or special rights of the stockholdersShares so as to affect them adversely; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iviii) sell all or substantially all of the CompanyFund’s assets other than in the ordinary course of the CompanyFund’s business business; or (iv) except as otherwise permitted by law; or (v) cause herein, voluntarily withdraw as the merger or other reorganization Adviser unless such withdrawal would not affect the tax status of the Company except Fund and would not materially alter or change the powers, preferences, or special rights of the Shares so as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalaffect them adversely. (f) The Company Fund may terminate the Adviser’s interest in the CompanyFund’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the CompanyFund. If the Company Fund and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the CompanyFund. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the CompanyFund.

Effectiveness, Duration and Termination of Agreement. a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementon January 1, 2022. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedyears, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Aa) the vote of the BoardCorporation’s Board of Directors, or by the vote of a majority of the outstanding voting securities of the Company Corporation and (Bb) the vote of a majority of the CompanyCorporation’s directors Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) . This Agreement will automatically may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Corporation, or by the vote of the Corporation’s Directors. The Adviser may terminate in the event this Agreement upon 120 days’ written notice and shall pay expenses incurred as a result of its “assignment” (as such term is defined for purposes of Section 15(a)(4) voluntary termination of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: : (i) Deliver deliver to the Corporation’s Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; Corporation’s Board of Directors; (ii) Deliver deliver to the Corporation’s Board of Directors all assets and documents of the Company Corporation then in custody of the Adviser; and and (iii) Cooperate cooperate with the Company Corporation to provide an orderly management transition. etransition of services. This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) Without the approval of holders of a majority of the shares Investment Company Act). The provisions of Section 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to vote on the matterbenefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant be entitled to the terms any amounts owed under Section 3 of this Agreement and applicable law); (iv) sell all through the date of termination or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalexpiration. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementfirst written above. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written noticenotice by the Fund, by the vote of a majority of the outstanding voting securities of the Fund (as defined by the Investment Company Act) or by the vote of a majority of the Company’s trustees who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party (“independent directors trustees”) or, on 120 days’ written notice, by the Adviser. In addition, if the Fund elects to continue its operations following termination of this Agreement by the Adviser, the Adviser shall pay all expenses incurred as a result of its withdrawal. The provisions of Section 9 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section Sections 2 or 3 through the date of termination or expiration, and Section 9 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. (b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedof the Initial Agreement, November 22, 2022, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Ai) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company Fund and (Bii) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such partyindependent trustees, in accordance with the requirements of the Investment Company ActAct and any applicable guidance, interpretation or relief of the SEC or its staff. (c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). (d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Fund within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: (i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (ii) Deliver to the Board all assets and documents of the Company Fund then in custody of the Adviser; and (iii) Cooperate with the Company Fund to provide an orderly management transition. (e) Without the approval of holders of a majority of the shares Shares entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Declaration of Trust, the Adviser shall not: (i) amend modify this Agreement except for amendments that which do not adversely affect materially alter or change the powers, preferences, or special rights of the stockholdersShares so as to affect them adversely; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iviii) sell all or substantially all of the CompanyFund’s assets other than in the ordinary course of the CompanyFund’s business business; or (iv) except as otherwise permitted by law; or (v) cause herein, voluntarily withdraw as the merger or other reorganization Adviser unless such withdrawal would not affect the tax status of the Company except Fund and would not materially alter or change the powers, preferences, or special rights of the Shares so as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalaffect them adversely. (f) The Company Fund may terminate the Adviser’s interest in the CompanyFund’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the CompanyFund. If the Company Fund and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the CompanyFund. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the CompanyFund.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the first date above written. This Agreement shall remain in effect for an indefinite period; provided, however, that to the extent the Company meets elects to be regulated as a BDC under the minimum offering requirement as such term is defined in the Registration Statement. This Investment Company Act, then this Agreement may be terminated at any time, without cause or the payment of any penalty, on upon not more than 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, Directors or by the Adviser. The provisions of Section 9 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, expiration and Section 9 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. (b) If the Company elects to be regulated as a BDC under the Investment Company Act: (i) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the Investment Company Act, from the date of the Company’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the BoardCompany’s Board of Directors, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act.; c(ii) The Agreement may be terminated at any time, without the payment of any penalty, upon not more than 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Company’s Directors or by the Adviser; (iii) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d(c) After The provisions of Section 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from any amounts owed under Section 3 through the Company within 30 days after the effective date of such termination all unpaid reimbursements or expiration and all earned but unpaid fees payable Section 8 shall continue in force and effect and apply to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver and its representatives as and to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transitionextent applicable. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. a) This Agreement shall become effective as of the date hereof; provided, however, that the Company meets the minimum offering requirement as such term is defined in the Registration Statement. This this Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written noticenotice by the Fund, by the Board or by vote of a majority of the outstanding voting securities interests (as defined in the 1940 Act) of the Company Fund, or by the vote of the Company’s independent directors or, on not less than 120 days’ written notice, notice by the AdviserSubadviser to the Adviser and the Fund, without the payment of any penalty, on not less than 120 days’ written notice to the Fund. The provisions of Section 9 10 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser Subadviser shall be entitled to any amounts owed under Section Sections 3 or 8 through the date of termination or expiration, and Section 9 10 shall continue in force and effect and apply to the Adviser Subadviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the 1940 Act, from the date of the Fund’s election to be regulated as a BDC under the 1940 Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Ai) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company Fund and (Bii) the vote of a majority of the CompanyFund’s directors Board who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company 1940 Act) of any such party, in accordance with the requirements of the Investment Company 1940 Act. c) This Agreement will shall terminate automatically terminate in the event of its “assignment” assignment (as such term is defined for purposes of Section 15(a)(4in the 1940 Act) of by the Investment Company Act)Adviser. d) After the termination of this Agreement, the Adviser Subadviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Fund within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company Fund then in custody of the AdviserSubadviser; and iii) Cooperate with the Company Fund to provide an orderly management transition. e) Without the approval of holders of a majority of the shares Shares entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Declaration of Trust, the Adviser shall not: (i) amend modify this Agreement except for amendments that do not adversely affect the rights of the stockholdersshareholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iviii) sell all or substantially all of the CompanyFund’s assets other than in the ordinary course of the CompanyFund’s business or as otherwise permitted by law; or (viv) cause except as otherwise permitted herein, voluntarily withdraw as the merger or other reorganization Subadviser unless such withdrawal would not affect the tax status of the Company except as permitted by law. In Fund and would not materially adversely affect the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalshareholders. f) The Company Fund may terminate the AdviserSubadviser’s interest in the CompanyFund’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated AdviserSubadviser’s interest, determined by agreement of the terminated Adviser Subadviser and the CompanyFund. If the Company Fund and the Adviser Subadviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the CompanySubadviser. The method of payment to the terminated Adviser Subadviser must be fair and must protect the solvency and liquidity of the CompanyFund.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementfirst written above. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written noticenotice by the Fund, by the vote of a majority of the outstanding voting securities of the Fund (as defined by the Investment Company Act) or by the vote of the CompanyFund’s independent directors or, trustees or on 120 days’ written notice, notice by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. In addition, if the Fund elects to continue its operations following termination of the Advisory Agreement by the Adviser, the Adviser shall pay all expenses incurred as a result of its withdrawal. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 Sections 2 or 5 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. (b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the Investment Company Act, from the date of the Fund’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Ai) the vote of the BoardBoard of Trustees, or by the vote of a majority of the outstanding voting securities of the Company Fund and (Bii) the vote of a majority of the CompanyFund’s directors Board of Trustees who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. (c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). (d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Fund within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: (i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (ii) Deliver to the Board all assets and documents of the Company Fund then in custody of the Adviser; and (iii) Cooperate with the Company Fund to provide an orderly management transition. (e) Without the approval of holders of a majority of the shares Shares entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Declaration of Trust, the Adviser shall not: (i) amend modify this Agreement except for amendments that do not adversely affect the rights of the stockholdersshareholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iviii) sell all or substantially all of the CompanyFund’s assets other than in the ordinary course of the CompanyFund’s business or as otherwise permitted by law; or (viv) cause except as otherwise permitted herein, voluntarily withdraw as the merger or other reorganization Adviser unless such withdrawal would not affect the tax status of the Company except as permitted by law. In Fund and would not materially adversely affect the event that the Adviser should withdraw pursuant to shareholders (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company Fund may terminate the Adviser’s interest in the CompanyFund’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the CompanyFund. If the Company Fund and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the CompanyFund. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the CompanyFund.

Effectiveness, Duration and Termination of Agreement. a) This Agreement shall become effective as of the first date above written. This Agreement shall remain in effect for two years, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (a) the Company meets vote of the minimum offering requirement Corporation’s Board of Directors, or by the vote of a majority of the outstanding voting securities of the Corporation and (b) the vote of a majority of the Corporation’s Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Registration Statement▇▇▇▇ ▇▇▇) of any such party, in accordance with the requirements of the 1940 Act. This Agreement may be terminated at any time, without cause or the payment of any penalty, on upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company Corporation, or by the vote of the CompanyCorporation’s independent directors or, on 120 days’ written notice, Directors or by the Adviser. Pursuant to a separate agreement between the Trimaran Credit Managers BDC LP, sub-adviser to the Corporation (the “Sub-Adviser”), and the Adviser, (i) the Sub-Adviser has agreed to resign as sub-adviser in the event the Adviser is terminated, or this Agreement is not renewed, other than for cause and (ii) the Adviser has agreed to resign as investment adviser in the event the sub-advisory agreement with the Sub-Adviser is terminated by the Corporation’s Board of Directors, or such agreement is not renewed, other than for cause. This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act). The provisions of Section 9 Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser and the other Indemnified Parties shall be entitled to any amounts owed under Section Paragraph 3 through the date of termination or expiration, expiration and Section 9 Paragraph 8 shall continue in force and effect and apply to the Adviser and its representatives and the Indemnified Parties as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfied, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the first date above written. (i) For so long as the Fund is regulated under the Investment Company Act, this Agreement shall continue in effect for two years from the date of this Agreement, and thereafter shall continue automatically for successive annual periods; provided that such continuance is specifically approved at least annually by (A) the vote of the Fund’s Board of Trustees, or by the vote of a majority of the outstanding voting securities of the Fund (as defined in the Investment Company meets Act) and (B) the minimum offering requirement vote of a majority of the Fund’s Trustees who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Registration Statement. This Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act; and (ii) For so long as the Fund is regulated under the Investment Company Act, this Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 upon sixty (60) days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or Fund. This Agreement also may be terminated at any time, without a penalty, upon sixty (60) days’ written notice by the vote of the CompanyFund’s independent directors or, on 120 days’ written notice, Board of Trustees or by the Adviser. . (c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). (d) The provisions of Section 9 Sections 3, 10, and 15 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section Sections 3 and 4 through the date of termination or expiration, expiration and Section 9 10 shall continue in force and effect and apply to the Adviser and its representatives each Covered Person as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfied, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the first date that above written. The provisions of Section 8 of this Agreement shall remain in full force and effect, and the Company meets Adviser shall remain entitled to the minimum offering requirement benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as such term is defined set forth in this Section 9, the Registration Statement. Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration and Section 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. (b) This Agreement may be terminated shall continue in effect for two years from the date hereof and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at any timeleast annually by (i) the vote of the Board, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities (as such term is defined in Section 2(a)(42) of the Investment Company Act) of the Company or by and (ii) the vote of a majority of the Company’s independent directors orBoard who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, on 120 in accordance with the requirements of the Investment Company Act. (c) This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the Board or by the Adviser. . (d) This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). (e) The provisions of Section 9 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, expiration and Section 9 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfied, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the first date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementabove written. This Agreement may be terminated at any time, without cause or the payment of any penalty, on upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, Board or by the AdviserAdvisor. The provisions of Section 9 8 of this Agreement shall remain in full force and effect, and the Adviser Advisor shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser Advisor shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 8 shall continue in force and effect and apply to the Adviser Advisor and its representatives as and to the extent applicable. (b) This Agreement shall automatically terminate on the date that the Company files an election to be regulated as a BDC under the Investment Company Act, unless, prior to such date, this Agreement was approved in the manner prescribed by Section 15 of the Investment Company Act by the Company’s Board, including by a majority of directors who are not interested persons of the Company, as defined by Section 2(a)(19) of the Investment Company Act, at an in-person meeting of the Board held, in part, for such purpose. (c) If this Agreement is approved as set forth in Section 9(b) hereof, this Agreement will continue in effect for two years from the date such minimum offering requirement is satisfiedof the Company’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c(d) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. a) This Agreement shall become effective as of the date hereof; provided, however, that the Company meets the minimum offering requirement as such term is defined in the Registration Statement. This this Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written noticenotice by the Fund, by the Board or by vote of a majority of the outstanding voting securities interests (as defined in the 1940 Act) of the Company Fund, or by the vote of the Company’s independent directors or, on not less than 120 days’ written notice, notice by the AdviserAdviser to the Fund. The provisions of Section 9 15 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section Sections 3 or 13 through the date of termination or expiration. The payment of such amounts must be fair and protect the solvency and liquidity of the Fund. When the termination is voluntary, and the method of payment will be presumed to be fair if it provides for a non-interest bearing unsecured promissory note with principal payable, if at all, from distributions which the terminated Adviser otherwise would have received under Sections 3 or 13 had the Adviser not been terminated. When the termination is involuntary, the method of payment will be presumed to be fair if it provides for an interest bearing promissory note maturing in not more than five years with equal installment each year. If the Fund continues its operations following the termination of this Agreement by the Adviser, the Adviser shall pay all direct expenses incurred as a result of its withdrawal. Notwithstanding the termination or expiration of this Agreement as aforesaid, Section 9 15 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the 1940 Act, from the date of the Fund’s election to be regulated as a BDC under the 1940 Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Ai) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company Fund and (Bii) the vote of a majority of the CompanyFund’s directors Board who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company 1940 Act) of any such party, in accordance with the requirements of the Investment Company 1940 Act. c) This Agreement will shall terminate automatically terminate in the event of its “assignment” assignment (as such term is defined for purposes of Section 15(a)(4in the 1940 Act) of by the Investment Company Act)Adviser. d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Fund within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company Fund then in custody of the Adviser; and iii) Cooperate with the Company Fund to provide an orderly management transition. e) Without the approval of holders of a majority of the shares Shares entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Declaration of Trust, the Adviser shall not: (i) amend modify this Agreement except for amendments that do not adversely affect the rights of the stockholdersshareholders; (ii) appoint a new Adviser (other than a subadviser pursuant to the terms of this Agreement and applicable law); (iii) sell all or substantially all of the Fund’s assets other than in the ordinary course of the Fund’s business or as otherwise permitted by law; or (iv) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company Fund and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalshareholders. f) The Company Fund may terminate the Adviser’s interest in the CompanyFund’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the CompanyFund. If the Company Fund and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the CompanyFund. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the CompanyFund.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statement. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, by the Adviser. The provisions of Section 9 of this Agreement shall Effective Date and remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedyears, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Aa) the vote of the BoardBoard of Directors, or by the vote of stockholders holding a majority of the outstanding voting securities of the Company and (Bb) the vote of a majority of the Company’s directors Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) . This Agreement will may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of stockholders holding a majority of the outstanding voting securities of the Company, or by the vote of the Company’s Directors or by the Advisor on 120 days’ written notice. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). Except with the consent of the Advisor, upon termination of this Agreement, the Company shall immediately delete the term “Crescent” from its corporate name and not incorporate Crescent as part of any subsequent name. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Advisor shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Advisor shall be entitled to any amounts owed under Section 2 and Section 3 of this Agreement through the date of termination or expiration and Section 9 shall continue in full force and effect and apply to the Advisor and its representatives as and to the extent applicable. d(b) After the termination of this Agreement, the Adviser Advisor shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser Advisor prior to termination of this Agreement, including any deferred fees. The Adviser Advisor shall promptly upon termination: (i) Deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardBoard of Directors; (ii) Deliver to the Board of Directors all assets and documents of the Company then in custody of the AdviserAdvisor; and (iii) Cooperate with the Company to provide an orderly management transition. e(c) Without the approval of holders of a majority of the shares Common Stock entitled to vote on the matter, or such other approval as may be required under the Adviser mandatory provisions of any applicable laws or regulations, or other provisions of the Charter, the Advisor shall not: (i) amend modify this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser Advisor (other than a subSub-adviser Advisor pursuant to the terms of this Agreement and applicable law); (iviii) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (viv) cause except as otherwise permitted herein, voluntarily withdraw as the merger or other reorganization Advisor unless such withdrawal would not affect the tax status of the Company except as permitted by law. In and would not materially adversely affect the event that stockholders of the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalCompany. f(d) The Company may terminate the AdviserAdvisor’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated AdviserAdvisor’s interest, determined by agreement of the terminated Adviser Advisor and the Company. If the Company and the Adviser Advisor cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser Advisor and the Company. The method of payment to the terminated Adviser Advisor must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the first date that above written. This Agreement shall remain in effect for an indefinite period; provided, however, for so long as the Company meets elects to be regulated as a BDC under the minimum offering requirement as such term is defined in the Registration Statement. This Investment Company Act, then this Agreement may be terminated at any time, without cause or the payment of any penalty, on upon not more than 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, Directors or by the AdviserAdvisor. The provisions of Section 9 8 of this Agreement shall remain in full force and effect, and the Adviser Advisor shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser Advisor shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, expiration and Section 9 8 shall continue in force and effect and apply to the Adviser Advisor and its representatives as and to the extent applicable. (b) For so long as the Company elects to be regulated as a BDC under the Investment Company Act: (i) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the Investment Company Act, from the date of the Company’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the BoardCompany’s Board of Directors, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c(ii) The Agreement may be terminated at any time, without the payment of any penalty, upon not more than 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Company’s Directors or by the Advisor; (iii) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d(c) After The provisions of Section 8 of this Agreement shall remain in full force and effect, and the Advisor shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it Advisor shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following amounts owed under Section 3 through the date of the last accounting furnished termination or expiration and Section 8 shall continue in force and effect and apply to the Board; ii) Deliver Advisor and its representatives as and to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transitionextent applicable. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statement. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, by the Adviser. The provisions of Section 9 Effective Date of this Agreement shall remain be the date on the last to occur of the following provided such date is on or before May 31, 2008, or such later date as may be mutually agreed to by the Ameritrans Board and Velocity in full force their sole discretion: (i) approval of this Agreement by the shareholders of each of the Corporation and effectElk; (ii) approval by the shareholders of the Corporation’s and Elk’s fundamental investment policies to the extent required; (iii) approval of the material terms of this Agreement by the United States Small Business Administration (“SBA”); provided, however, if the SBA does not approve Paragraphs , and the Adviser shall remain entitled to the benefits thereof11.C hereof, notwithstanding any termination but approves all other material terms of this Agreement. Further, notwithstanding the termination or expiration Agreement shall be deemed to have been approved for purposes of this Agreement Paragraph ; and (iv) closing of a private offering of the Corporation’s equity securities for gross proceeds of a minimum of twenty five million dollars ($25,000,000) (the “Offering”), provided however, such condition (iv) may be adjusted to a lesser amount of equity, securities convertible into equity, debt, and/or any combination thereof, in such lesser amount as aforesaid, the Adviser parties hereto agree in writing. The parties shall be entitled cooperate in good faith to attempt to cause the Effective Date to occur by such date and in connection with any amounts owed under Section 3 through the date of termination submission or expiration, and Section 9 shall continue application referred to in force and effect and apply to the Adviser and its representatives as and to the extent applicableParagraph 1(d). (b) This Agreement shall continue remain in effect for two years from the date such minimum offering requirement is satisfiedof its execution, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by by: (Ai) the vote of the Board, or by the vote of stockholders holding a majority of the outstanding voting securities of the Company and Corporation; and (Bii) the vote of a majority of the CompanyCorporation’s directors Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such partyparty to this Agreement, in accordance with the requirements of the Investment Company Act. c) . This Agreement will automatically terminate in may be terminated at any time, without the event payment of its “assignment” (as such term is defined for purposes any penalty, upon 60 days’ written notice, by the vote of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval of holders of stockholders holding a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights outstanding voting securities of the stockholders; (ii) except as otherwise permitted hereinCorporation, voluntarily withdraw as or by the Adviser unless such withdrawal would not affect the tax status vote of the Company and would not materially adversely affect Corporation’s Directors or by the stockholders; (iii) appoint a new Adviser. Clients shall give Adviser (other than a sub-adviser pursuant to the terms notice of any discontinuance of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalAgreement. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. aThe prior Investment Advisory Agreement between the Fund and the Adviser relating to the Series, dated April 28, 1993 (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect) shall terminate upon the effectiveness of this Agreement. This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementabove written. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effecteffect until June 30, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfied2005, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Aa) the vote of the BoardFund’s Trustees, or by the vote of including a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors such Trustees who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company ActAct of 1940) of any such party, cast in accordance with person at a meeting called for the requirements purpose of voting on such approval, or (b) the vote of a majority of the Investment Company Act. coutstanding voting securities of the Series and the vote of the Fund’s Trustees, including a majority of such Trustees who are not parties to this Agreement or “interested persons” (as so defined) of any such party. This Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice by the vote of a majority of the outstanding voting securities of the Series, or by the vote of a majority of the Fund’s Trustees or by the Adviser, and will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company ActAct of 1940). d) After ; provided, however, that the provisions of Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any such termination. The Adviser may, upon termination of this Agreement, require the Adviser shall not be entitled Fund to compensation for further services provided hereunderrefrain from using the name “Royce” in any form or combination in its name or in its business, except that it and the Fund shall, as soon as practicable following its receipt of any such request from the Adviser, so refrain from using such name. Any notice under this Agreement shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements given in writing, addressed and all earned but unpaid fees payable delivered or mailed, postage prepaid, to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transitionother party at its principal office. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the first date above written. This Agreement shall remain in effect for an indefinite period; provided, however, that to the extent the Company meets elects to be regulated as a BDC under the minimum offering requirement as such term is defined in the Registration Statement. This Investment Company Act, then this Agreement may be terminated at any time, without cause or the payment of any penalty, on upon not more than 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, Directors or by the AdviserAdvisor. The provisions of Section 9 8 of this Agreement shall remain in full force and effect, and the Adviser Advisor shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser Advisor shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, expiration and Section 9 8 shall continue in force and effect and apply to the Adviser Advisor and its representatives as and to the extent applicable. (b) If the Company elects to be regulated as a BDC under the Investment Company Act: (i) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the Investment Company Act, from the date of the Company’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the BoardCompany’s Board of Directors, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act.; c(ii) The Agreement may be terminated at any time, without the payment of any penalty, upon not more than 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Company’s Directors or by the Advisor; (iii) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d(c) After The provisions of Section 8 of this Agreement shall remain in full force and effect, and the Advisor shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it Advisor shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following amounts owed under Section 3 through the date of the last accounting furnished termination or expiration and Section 8 shall continue in force and effect and apply to the Board; ii) Deliver Advisor and its representatives as and to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transitionextent applicable. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statement. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, its approval by the vote of a majority of the outstanding voting securities common shareholders of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, by the AdviserCorporation. The provisions of Section 9 of this This Agreement shall remain in full force and effecteffect until April 30, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfied2010, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Aa) the vote of the BoardCorporation’s Board of Directors, or by the vote of a majority of the outstanding voting securities of the Company Corporation and (Bb) the vote of a majority of the CompanyCorporation’s directors Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) . This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Corporation, or by the vote of the Corporation’s Directors or by the Adviser. This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After . The provisions of Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following amounts owed under Section 3 through the date of termination or expiration. Additionally, upon termination Advisor will receive 1% of net assets, as described in Section 3, for the last accounting furnished to first year after termination and .5% of net assets as described in Section 3 for the Board; ii) Deliver to the Board all assets and documents second year after termination. Furthermore, if terminated, Advisor shall have received 20% per year of the Company then profits of all private companies purchased in custody the portfolio during the term of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval Advisor for a minimum of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Companytwo years. If the Company and the Adviser cannot agree upon such amountnot, the parties Advisor will submit receive on a pro rata basis that sum going forward to binding arbitration which cost will be borne equally by the Adviser and the Companytotal two years from investment. The method Advisor will also receive a Net Profits Fee of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company10% as described in Section 3 for 18 months after termination.

Effectiveness, Duration and Termination of Agreement. a) a. This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementfirst written above. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written noticenotice by the Fund, by the vote of a majority of the outstanding voting securities of the Fund (as defined by the Investment Company Act) or by the vote of the CompanyFund’s independent directors or, trustees or on 120 days’ written notice, notice by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 Sections 2 or 5 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) b. This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the Investment Company Act, from the date of the Fund’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Ai) the vote of the BoardBoard of Trustees, or by the vote of a majority of the outstanding voting securities of the Company Fund and (Bii) the vote of a majority of the CompanyFund’s directors Board of Trustees who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) c. This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) d. After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Fund within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) i. Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) . Deliver to the Board all assets and documents of the Company Fund then in custody of the Adviser; and iii) . Cooperate with the Company Fund to provide an orderly management transition. e) e. Without the approval of holders of a majority of the shares Shares entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Declaration of Trust, the Adviser shall not: (i) amend modify this Agreement except for amendments that do not adversely affect the rights of the stockholdersshareholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iviii) sell all or substantially all of the CompanyFund’s assets other than in the ordinary course of the CompanyFund’s business or as otherwise permitted by law; or (viv) cause except as otherwise permitted herein, voluntarily withdraw as the merger or other reorganization Adviser unless such withdrawal would not affect the tax status of the Company except as permitted by law. In Fund and would not materially adversely affect the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal.shareholders f) f. The Company Fund may terminate the Adviser’s interest in the CompanyFund’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the CompanyFund. If the Company Fund and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the CompanyFund. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the CompanyFund.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the first date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementabove written. This Agreement may be terminated at any time, without cause or the payment of any penalty, on upon not more than 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, Directors or by the Adviser. The provisions of Section 9 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, expiration and Section 9 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. (b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the Investment Company Act, from the date of the Company’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. (c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as if the first date above written. This Agreement shall remain in effect for one year, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (a) the vote of the date that Corporation's Board of Directors, or by the Company meets vote of a majority of the minimum offering requirement outstanding voting securities of the Corporation and (b) the vote of a majority of the Corporation's directors who are independent directors, are not interested parties of this Agreement or "interested persons" (as such term is defined in Section 2(a)(19) of the Registration StatementInvestment Company Act) of any such party, in accordance with the requirements of the Investment Company Act; provided that the failure of such bodies to so approve such continuation shall be promptly communicated to the Adviser. This Agreement may be terminated at any time, without cause or the payment of any penalty, on upon 60 days’ ' written notice, by the vote of a majority of the outstanding voting securities of the Company Corporation, or by the vote of the Company’s independent directors or, on 120 days’ written notice, Corporation's Board of Directors or by the Adviser. This Agreement will automatically terminate in the event of its "assignment" (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). The provisions of Section 9 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 4 through the date of termination or expiration, expiration and Section 9 8 shall continue in force and effect and apply to the Adviser and its it representatives as and to the extent applicable. (b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfied, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this AgreementUpon termination, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from will liquidate the Company within 30 days after Portfolio unless the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable Corporation provides written instructions to the Adviser prior to termination of this Agreement, including any deferred feescontrary. The Adviser shall promptly upon termination: i) Deliver agrees to use its commercially reasonable efforts to liquidate the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: Portfolio (i) amend this Agreement except for amendments that do not adversely affect upon receipt of proper written notice on the rights of the stockholders; business day on which such termination shall become effective, if such notice is received on or before 12:00 noon and (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; following business day, if such notice is received after 12:00 noon. (iiic) appoint a new Adviser (other than a sub-adviser pursuant to the terms Termination of this Agreement shall not affect any liability resulting from sales or exchanges initiated prior to written notice of such revocation or resulting from the winding down and applicable law); (iv) sell all or substantially all liquidation of the Company’s assets other than in accounts. (d) Upon termination, the ordinary course Corporation shall receive a refund of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization portion of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) aboveprepaid management fee, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalif any, which is not utilized. f(e) The Company may Adviser will not accept instructions to terminate this Agreement unless the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the CompanyCorporation provides written notice thereof.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statement. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, by the Adviser. The provisions of Section 9 of this Agreement shall Effective Date and remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from May 3, 2023, the date such minimum offering requirement is satisfiedof the Initial Agreement, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Aa) the vote of the BoardBoard of Directors, or by the vote of stockholders holding a majority of the outstanding voting securities of the Company and (Bb) the vote of a majority of the Company’s directors Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) . This Agreement will may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of stockholders holding a majority of the outstanding voting securities of the Company, or by the vote of the Company’s Directors or by the Advisor on 120 days’ written notice. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). Except with the consent of the Advisor, upon termination of this Agreement, the Company shall immediately delete the term “Crescent” from its corporate name and not incorporate Crescent as part of any subsequent name. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Advisor shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Advisor shall be entitled to any amounts owed under Section 2 and Section 3 of this Agreement through the date of termination or expiration and Section 9 shall continue in full force and effect and apply to the Advisor and its representatives as and to the extent applicable. d(b) After the termination of this Agreement, the Adviser Advisor shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser Advisor prior to termination of this Agreement, including any deferred fees. The Adviser Advisor shall promptly upon termination: (i) Deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardBoard of Directors; (ii) Deliver to the Board of Directors all assets and documents of the Company then in custody of the AdviserAdvisor; and (iii) Cooperate with the Company to provide an orderly management transition. e(c) Without the approval of holders of a majority of the shares of Common Stock entitled to vote on the matter, or such other approval as may be required under the Adviser mandatory provisions of any applicable laws or regulations, or other provisions of the Charter, the Advisor shall not: (i) amend modify this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser Advisor (other than a subSub-adviser Advisor pursuant to the terms of this Agreement and applicable law); (iviii) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (viv) cause voluntarily withdraw as the merger or other reorganization Advisor unless such withdrawal would not affect the tax status of the Company except as permitted by law. In and would not materially adversely affect the event that stockholders of the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalCompany. f(d) The Company may terminate the AdviserAdvisor’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated AdviserAdvisor’s interest, determined by agreement of the terminated Adviser Advisor and the Company. If the Company and the Adviser Advisor cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser Advisor and the Company. The method of payment to the terminated Adviser Advisor must be fair and must protect the solvency and liquidity of the Company. When the termination is voluntary, the method of payment will be presumed to be fair if it provides for a non-interest bearing unsecured promissory note with principal payable, if at all, from payments that the Advisor otherwise would have received under this Agreement had the Advisor not been terminated. When the termination is involuntary (e.g. not agreed to by the Advisor), the method of payment will be presumed to be fair if it provides for an interest-bearing promissory note maturing in not less than five years with equal installments each year.

Effectiveness, Duration and Termination of Agreement. a) a. This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration StatementEffective Date. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the CompanyTrust’s independent directors trustees or, on 120 60 days’ written notice, by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) b. This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedEffective Date, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company Board and (B) the vote of a majority of the CompanyTrust’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Actindependent trustees. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) c. After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Trust Parties within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) i. Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) . Deliver to the Board all assets and documents of the Company Trust Parties then in custody of the Adviser; and iii) . Cooperate with the Company Trust Parties to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. d. In the event that the Trust or the Operating Partnership commences a liquidation of its investments during any calendar year, the Trust and the Operating Partnership will pay the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate Management Fee from the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value proceeds of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Companyliquidation.

Effectiveness, Duration and Termination of Agreement. a) This Agreement shall become effective as upon consummation of the date that the Company meets the minimum offering requirement as such term is defined in the Registration StatementTransaction. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors oror by the Adviser; provided, on however, that following a Non-Listed Offering and prior to an Exchange Listing, the Adviser may only terminate this agreement upon not more than 120 days’ written notice, by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the consummation of the Transaction, or to the extent consistent with the requirements of the Investment Company Act, from the date such minimum offering requirement is satisfiedof the Company’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements Following a Non-Listed Offering and all earned but unpaid fees payable to the Adviser prior to termination an Exchange Listing the provisions set forth in “Annex A —VI. Effectiveness, Duration and Termination of this Agreement, including any deferred fees. The Adviser ” shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transitionapply. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. a) This Agreement shall become effective as upon consummation of the date that the Company meets the minimum offering requirement as such term is defined in the Registration StatementTransaction. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, or by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the consummation of the Transaction, or to the extent consistent with the requirements of the Investment Company Act, from the date such minimum offering requirement is satisfiedof the Company’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the first date above written. The provisions of Section 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as set forth in this Section 9, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration and Section 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. (b) This Agreement shall continue in effect for two years from the date of effectiveness of the Company’s Form 10 and thereafter shall continue automatically for successive annual periods, provided that after the Company meets Company’s status as a BDC, such continuance is specifically approved at least annually by the minimum offering requirement vote of a majority of the Company’s board of directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Registration Statement. Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. (c) This Agreement may be terminated at any time, without cause or the payment of any penalty, on upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company Board or by the vote Adviser. (d) This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Company’s independent directors or, on 120 days’ written notice, by the Adviser. Investment Company Act). (e) The provisions of Section 9 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, expiration and Section 9 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfied, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementfirst written above. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written noticenotice by the Fund, by the vote of a majority of the outstanding voting securities of the Fund (as defined by the Investment Company Act) or by the vote of a majority of the Company’s trustees who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party ("independent directors trustees") or, on 120 days’ written notice, by the Adviser. The provisions of Section 9 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section Sections 2 or 3 through the date of termination or expiration, and Section 9 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. (b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the Investment Company Act, from the date of the Fund’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Ai) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company Fund and (Bii) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such partyindependent trustees, in accordance with the requirements of the Investment Company ActAct and any applicable guidance, interpretation or relief of the SEC or its staff. (c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). (d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Fund within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: (i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (ii) Deliver to the Board all assets and documents of the Company Fund then in custody of the Adviser; and (iii) Cooperate with the Company Fund to provide an orderly management transition. (e) Without the approval of holders of a majority of the shares Shares entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Declaration of Trust, the Adviser shall not: (i) amend modify this Agreement except for amendments that do not adversely affect the rights of the stockholdersshareholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iviii) sell all or substantially all of the CompanyFund’s assets other than in the ordinary course of the CompanyFund’s business or as otherwise permitted by law; or (viv) cause except as otherwise permitted herein, voluntarily withdraw as the merger or other reorganization Adviser unless such withdrawal would not affect the tax status of the Company except as permitted by law. In Fund and would not materially adversely affect the event that shareholders of the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalFund. (f) The Company Fund may terminate the Adviser’s interest in the CompanyFund’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the CompanyFund. If the Company Fund and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the CompanyFund. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the CompanyFund.

Effectiveness, Duration and Termination of Agreement. a) This Agreement shall become effective as upon the later of: (i) November 1, 2006; or (ii) the effective date of the date that registration of the Company meets Adviser as an investment adviser with the minimum offering requirement as such term is defined in SEC (the Registration Statement“Effective Date”). This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, by the Adviser. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date after such minimum offering requirement is satisfieddate, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by by: (Aa) the vote of the Board, or by the vote of a “majority of the outstanding voting securities securities” of the Fund (as such term is defined in Section 2(a)(42) of the Investment Company Act); and (Bb) the vote of a majority of the CompanyFund’s directors who are not parties to this Agreement or and are not “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such partyparty to this Agreement, in accordance with the requirements of the Investment Company Act. . This Agreement may be terminated at any time without the payment of any penalty, upon 60 days’ written notice, by: (a) the Adviser, at any time, in the event (i) a majority of the current members of the Independent Board ceases to serve as directors of the Fund; or (ii) the Fund undergoes a change in “control” (as such term is defined by Section 2(a)(9) of the Investment Company Act) not caused by the Adviser; or (b) the Adviser, at any time, following the initial two year term of this Agreement; or (c) by the vote of the stockholders holding a “majority of the outstanding voting securities” of the Fund (as such term is defined by Section 2(a)(42) of the Investment Company Act); or (d) by the action of the Fund’s directors. This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After . Under no circumstances shall this agreement be assigned or transferred without the consent of the Fund’s Board. Following the termination of this Agreement, the Adviser Fund shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable have any obligation or liability to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver or to the Board a full accountingprincipals, including a statement showing all payments collected by it officers and/or employees of the Adviser other than the obligation to pay the Adviser any outstanding amounts owed under Section 3 calculated until and a statement of all money held by it, covering the period following through the date of termination of the last accounting furnished Agreement. Notwithstanding anything to the Board; ii) Deliver to contrary, the Board all assets and documents provisions of the Company then in custody Section 10 (Limitation of Liability of the Adviser; and iiiIndemnification) Cooperate with the Company shall continue in full force and effect and apply to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment its representatives as and to the terminated Adviser must be fair and must protect the solvency and liquidity of the Companyextent applicable.

Effectiveness, Duration and Termination of Agreement. a) This Agreement shall become effective as of the first date above written (the “Effective Date”). This Agreement shall remain in effect for two years, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (a) the Company meets vote of the minimum offering requirement Corporation’s Board of Directors, or by the vote of a majority of the outstanding voting securities of the Corporation and (b) the vote of a majority of the Corporation’s Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Registration Statement▇▇▇▇ ▇▇▇) of any such party, in accordance with the requirements of the 1940 Act. This Agreement may be terminated at any time, without cause or the payment of any penalty, on upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company Corporation, or by the vote of the CompanyCorporation’s independent directors or, on 120 days’ written noticeBoard of Directors, by the Adviser or by the Sub-Adviser. In addition, pursuant to a separate agreement between the Adviser and the Sub-Adviser, (i) the Adviser and the Sub-Adviser have agreed not to exercise their rights of termination under this Agreement, (ii) the Sub-Adviser has agreed to resign as sub-adviser in the event the Adviser is terminated, or the investment management agreement with the Adviser is not renewed, other than for cause and (iii) the Adviser has agreed to resign as adviser in the event the Sub-Adviser is terminated, or this Agreement is not renewed, other than for cause. This Agreement also will terminate automatically in the event of its “assignment,” as defined in the 1940 Act and the rules under the 1940 Act, except that to the extent consistent with the Advisers Act and the 1940 Act, without the notice to or consent of the Corporation, the Adviser may be reconstituted or reorganized into any other form of business entity. The provisions of Section Paragraph 9 of this Agreement shall remain in full force and effect, and the Sub-Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Sub-Adviser shall be entitled to any amounts owed under Section 3 Paragraph 4 through the date of termination or expiration, expiration and Section Paragraph 9 shall continue in force and effect and apply to the Adviser and its representatives and Indemnified Parties as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfied, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. a) a. This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration StatementEffective Date. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 sixty (60) days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the CompanyTrust’s independent directors trustees or, on 120 sixty (60) days’ written notice, by the Adviser. The provisions of Section 9 10 of this Agreement shall remain in full force and effect, and the Adviser Indemnified Parties shall remain entitled to the benefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 4 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) b. This Agreement shall continue in effect for two (2) years from the date such minimum offering requirement is satisfied, Effective Date and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company Board and (B) the vote of a majority of the CompanyTrust’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Actindependent trustees. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) c. After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Trust Parties within 30 thirty (30) days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) i. Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) . Deliver to the Board all assets and documents of the Company Trust Parties then in custody of the Adviser; and iii) . Cooperate with the Company Trust Parties to provide an orderly management transition. e) Without d. If the approval Trust or the Operating Partnership commences a liquidation of holders of a majority its investments during any calendar year, the Trust and the Operating Partnership will pay the Adviser the Management Fee from the proceeds of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalliquidation. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. a) a. This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration StatementEffective Date. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 sixty (60) days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the CompanyTrust’s independent directors trustees or, on 120 sixty (60) days’ written notice, by the Adviser. The provisions of Section 9 10 of this Agreement shall remain in full force and effect, and the Adviser Indemnified Parties shall remain entitled to the benefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 4 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) b. This Agreement shall continue in effect for two (2) years from the date such minimum of the initial closing of the Trust’s offering requirement is satisfied, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company Board and (B) the vote of a majority of the CompanyTrust’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Actindependent trustees. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) c. After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Trust Parties within 30 thirty (30) days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) i. Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) . Deliver to the Board all assets and documents of the Company Trust Parties then in custody of the Adviser; and iii) . Cooperate with the Company Trust Parties to provide an orderly management transition. e) Without d. If the approval Trust or the Operating Partnership commences a liquidation of holders of a majority its investments during any calendar year, the Trust and the Operating Partnership will pay the Adviser the Management Fee from the proceeds of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalliquidation. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statement. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, by the Adviser. The provisions of Section 9 of this Agreement shall Effective Date and remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedyears, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Aa) the vote of the BoardBoard of Directors, or by the vote of members holding a majority of the outstanding voting securities of the Company and (Bb) the vote of a majority of the Company’s directors Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) . This Agreement will may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of members holding a majority of the outstanding voting securities of the Company, or by the vote of the Company’s Directors or by the Advisor on 120 days’ written notice. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). Except with the consent of the Advisor, upon termination of this Agreement, the Company shall immediately delete the term “Crescent” from its name and not incorporate Crescent as part of any subsequent name. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Advisor shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Advisor shall be entitled to any amounts owed under Section 2 and Section 3 of this Agreement through the date of termination or expiration and Section 9 shall continue in full force and effect and apply to the Advisor and its representatives as and to the extent applicable. d(b) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: (i) Deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardBoard of Directors; (ii) Deliver to the Board of Directors all assets and documents of the Company then in custody of the Adviser; and (iii) Cooperate with the Company to provide an orderly management transition. e(c) Without the approval of holders of a majority of the shares Common Units entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the LLC Agreement, the Adviser shall not: (i) amend modify this Agreement except for amendments that do not adversely affect the rights of the stockholdersMembers; (ii) appoint a new Adviser (other than a Sub-Adviser pursuant to the terms of this Agreement and applicable law); (iii) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (iv) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity members of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statementfirst written above. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written noticenotice by the Fund, by the vote of a majority of the outstanding voting securities of the Fund (as defined by the Investment Company Act) or by the vote of a majority of the Company’s trustees who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party (“independent directors trustees”) or, on 120 days’ written notice, by the Adviser. In addition, if the Fund elects to continue its operations following termination of this Agreement by the Adviser, the Adviser shall pay all expenses actually and reasonably incurred as a result of its withdrawal. The provisions of Section 9 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section Sections 2 or 3 through the date of termination or expiration, and Section 9 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. (b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedhereof, or to the extent consistent with the requirements of the Investment Company Act, from the date of the Fund’s election to be regulated as a BDC under the Investment Company Act, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Ai) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company Fund and (Bii) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such partyindependent trustees, in accordance with the requirements of the Investment Company ActAct and any applicable guidance, interpretation or relief of the SEC or its staff. (c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). (d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company Fund within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination:: ​ (i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (ii) Deliver to the Board all assets and documents of the Company Fund then in custody of the Adviser; and (iii) Cooperate with the Company Fund to provide an orderly management transition. (e) Without the approval of holders of a majority of the shares Shares entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Declaration of Trust, the Adviser shall not: (i) amend modify this Agreement except for amendments that do not adversely affect the rights of the stockholdersshareholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iviii) sell all or substantially all of the CompanyFund’s assets other than in the ordinary course of the CompanyFund’s business business; or (iv) except as otherwise permitted by law; or (v) cause herein, voluntarily withdraw as the merger or other reorganization Adviser unless such withdrawal would not affect the tax status of the Company except as permitted by law. In Fund and would not materially adversely affect the event that shareholders of the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawalFund. (f) The Company Fund may terminate the Adviser’s interest in the CompanyFund’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the CompanyFund. If the Company Fund and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the CompanyFund. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the CompanyFund.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the date that the Company meets the minimum offering requirement as such term is defined in the Registration Statement. This Agreement may be terminated at any time, without cause or the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s independent directors or, on 120 days’ written notice, by the Adviser. The provisions of Section 9 of this Agreement shall Effective Date and remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, and Section 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfiedyears, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (Aa) the vote of the BoardBoard of Directors, or by the vote of stockholders holding a majority of the outstanding voting securities of the Company and (Bb) the vote of a majority of the Company’s directors Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) . This Agreement will may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of stockholders holding a majority of the outstanding voting securities of the Company, or by the vote of the Company’s Directors or by the Advisor on 120 days’ written notice. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). Except with the consent of the Advisor, upon termination of this Agreement, the Company shall immediately delete the term “Crescent” from its corporate name and not incorporate Crescent as part of any subsequent name. The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Advisor shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Advisor shall be entitled to any amounts owed under Section 2 and Section 3 of this Agreement through the date of termination or expiration and Section 9 shall continue in full force and effect and apply to the Advisor and its representatives as and to the extent applicable. d(b) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: (i) Deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the BoardBoard of Directors; (ii) Deliver to the Board of Directors all assets and documents of the Company then in custody of the Adviser; and (iii) Cooperate with the Company to provide an orderly management transition. e(c) Without the approval of holders of a majority of the shares Common Stock entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of the Charter, the Adviser shall not: (i) amend modify this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) appoint a new Adviser (other than a Sub-Adviser pursuant to the terms of this Agreement and applicable law); (iii) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (iv) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all stockholders of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f(d) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.

Effectiveness, Duration and Termination of Agreement. (a) This Agreement shall become effective as of the first date above written. The provisions of Section 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as set forth in this Section 9, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration and Section 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. (b) This Agreement shall continue in effect for two years from the date hereof and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company meets and (B) the minimum offering requirement vote of a majority of the Company’s Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Registration Statement. Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. (c) This Agreement may be terminated at any time, without cause or the payment of any penalty, on upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company Company, or by the vote of the Company’s independent directors or, on 120 days’ written notice, Directors or by the Adviser. . (d) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). (e) The provisions of Section 9 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration, expiration and Section 9 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable. b) This Agreement shall continue in effect for two years from the date such minimum offering requirement is satisfied, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. c) This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). d) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. The Adviser shall promptly upon termination: i) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; ii) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and iii) Cooperate with the Company to provide an orderly management transition. e) Without the approval of holders of a majority of the shares entitled to vote on the matter, the Adviser shall not: (i) amend this Agreement except for amendments that do not adversely affect the rights of the stockholders; (ii) except as otherwise permitted herein, voluntarily withdraw as the Adviser unless such withdrawal would not affect the tax status of the Company and would not materially adversely affect the stockholders; (iii) appoint a new Adviser (other than a sub-adviser pursuant to the terms of this Agreement and applicable law); (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business or as otherwise permitted by law; or (v) cause the merger or other reorganization of the Company except as permitted by law. In the event that the Adviser should withdraw pursuant to (ii) above, the withdrawing Adviser shall pay all expenses incurred as a result of its withdrawal. f) The Company may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by agreement of the terminated Adviser and the Company. If the Company and the Adviser cannot agree upon such amount, the parties will submit to binding arbitration which cost will be borne equally by the Adviser and the Company. The method of payment to the terminated Adviser must be fair and must protect the solvency and liquidity of the Company.