INTERPRETATION

In this Agreement and in all amendments hereto, the following words and expressions will, where not inconsistent with the context, have the following meanings:

in relation to any person other than Harmonic, means any other person who directly or indirectly controls, is controlled by or is under common control with, that person, subject to the remainder of this definition; and

in relation to Harmonic, means (i) any other person who directly or indirectly controls Harmonic (such person, a “Holding Company”), (ii) any other person who directly or indirectly is controlled by Harmonic, (iii) any other person who directly or indirectly is under common control with Harmonic, (iv) any other person who directly or indirectly is under common control with the Holding Company (such person, an “Additional Holding Company”), (v) any other person who directly or indirectly controls the Additional Holding Company, and (vi) any other person who directly or indirectly is controlled by the Additional Holding Company.

Words importing the singular will include the plural, and vice versa, and words importing the masculine gender will include the feminine and neuter genders, and vice versa, and words importing persons will include partnerships, trusts and bodies corporate, and vice versa.

Expressions defined in this Agreement will bear the same meanings in any appendix, annexure or amendment thereto which does not contain a different definition for that expression, unless the context otherwise requires.

Any reference in this Agreement to legislation or subordinate legislation is to such legislation or subordinate legislation at the date hereof and as amended and/or re-enacted and/or succeeded and/or replaced from time to time.

Any reference to a Clause or Appendix is to the relevant Clause or Appendix of or to this Agreement. Each Appendix forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement and any reference to this Agreement includes each Appendix.

APPOINTMENT OF HARMONIC

PROPER INSTRUCTIONS CONFLICTS

REMUNERATION OF HARMONIC

DUTIES OF THE COMPANY

with all reasonable expedition supply Harmonic with all such information as Harmonic may reasonably require to enable it to perform its services hereunder and for it to comply with applicable laws and regulations; and

approve, within a reasonable period of time, any Fee Calculation, and any accrual in relation thereto prepared by Harmonic.

RIGHTS OF HARMONIC

with prior written consent of the Company (such consent not to be unreasonably withheld), appoint an agent or delegate (which shall be an Affiliate) to perform all or any of its duties hereunder (including in such appointment powers of sub-delegation). The fees and other remuneration of such agent or delegate will be paid by Harmonic. Harmonic shall believe in good faith that any agent or delegate appointed hereunder is qualified to perform the duties sought to be delegated or outsourced;

upon the prior written consent of the Company, use the name of the Company solely in the performance of its duties hereunder;

with the prior written consent of the Company, use the name of the Company as part of a representative list for marketing purposes;

provide non-executive directors, a registered office or company secretary, or act as administrator or sub-administrator, registrar or subscription, withdrawal, transfer, accounting or valuation agent, or in any other capacity for any other company, corporation, partnership or body of persons on such terms as may be arranged with such company, corporation, partnership or body of persons, and will not be deemed to be affected with notice of, or to be under any duty to disclose to the Company or the Manager(s), any fact or thing which may come to the knowledge of Harmonic or any agent or delegate of Harmonic in the course of so doing, or in any manner whatever otherwise than in the course of carrying out the duties of sub-administrator hereunder; and

contract or enter into any financial, banking or other transaction with the Company or any Unitholder or any company or body whose securities are held by, or for the account of, the Company or any other person. Harmonic may likewise be interested in any such contract or transaction provided it is on normal commercial terms negotiated at arm’s length.

LIABILITY OF HARMONIC AND INDEMNITIES

No Harmonic Party will incur liability by refusing in good faith to perform any duty or obligation herein which, in its reasonable judgment, is improper or unauthorised, provided that in performing its duties and obligations hereunder no Harmonic Party will be required to do, or procure the doing of, anything contrary to, or in breach of, or which constitutes any offence against, any applicable law or regulation.

No Harmonic Party will be liable for any Losses the Company or the Administrator may sustain as a result of the performance or non-performance of the services provided under this Agreement other than to the extent caused by, arising from, or related to the actual fraud, Gross Negligence or wilful default of any Harmonic Party.

Harmonic will indemnify and hold harmless the Company and its Affiliates from and against any and all Losses caused by, arising from or related to the actual fraud, Gross Negligence or wilful default on the part of a Harmonic Party in the performance or non-performance of its obligations or duties hereunder.

The Company will indemnify and hold harmless each Harmonic Party from and against any and all Losses (other than Losses caused by, arising from or related to the actual fraud, Gross Negligence or wilful default on the part of a Harmonic Party) which may be imposed on, incurred by or asserted against a Harmonic Party in performing its obligations or duties hereunder.

In performing any Fee Calculation and any accrual in relation thereto, no Harmonic Party will be liable for any Losses suffered by the Company, the Administrator or the Manager by reason of the method of calculation agreed with the Company, or by reason of a Harmonic Party acting upon Proper Instructions. Approval by the Company of any Fee Calculation, and any accrual in relation thereto, will be conclusive evidence of the fact that the Fee Calculation or accrual has been determined in accordance with the requirements of the Company for the purpose of this Agreement, and no Harmonic Party (in the absence of actual fraud, Gross Negligence or wilful default on the part of a Harmonic Party) will be liable for any Losses suffered by the Company, the Administrator or the Manager as a result of such Fee Calculation.

In calculating the Net Asset Value of the Company, each Harmonic Party may rely upon such automatic pricing services as it will reasonably determine, and will not be liable for any Losses suffered by the Company by reason of any error in calculation resulting from any inaccuracy in the information provided.

In calculating the Net Asset Value of the Company, each Harmonic Party may use pricing information supplied by the Company or any Affiliate thereof (including an Affiliate which is a broker, market maker or other intermediary), and will not be liable for any Losses suffered by the Company by reason of any error in calculation resulting from any inaccuracy in the information provided.

In calculating the Net Asset Value of the Company, each Harmonic Party may use particular pricing services, brokers, market makers or other intermediaries as it may reasonably determine, and no Harmonic Party will be liable for any Losses suffered by the Company by reason of any error in calculation resulting from any inaccuracy in the information provided.

No Harmonic Party will be liable for any Losses suffered by the Company, whether caused by delays or otherwise, resulting from illegible or unclear communications from, or on behalf of, the Administrator, the Company, the Manager, Unitholders, prospective Unitholders or any agents thereof, provided always that such Harmonic Party will, where practicable, make reasonable efforts to contact such person and clarify such communication.

No Harmonic Party will be liable for the failure by the Company, the Administrator or the Manager to adhere to any investment objective, investment policy, investment restrictions or borrowing restrictions for, or imposed upon, the Company.

No Harmonic Party will be responsible for the loss of, or damage to, any documents or other property of the Company, or for any failure to fulfil its duties hereunder if loss, damage or failure is caused by, or directly or indirectly due to, war, terrorism, enemy action, the act of government or other competent authority, or any investment exchange or clearing house, riot, civil disturbance, rebellion, storm, tempest, accident, fire, strike, explosion, lock-out or the breakdown, failure or malfunction of any telecommunications or computer service, or any occurrence or event (whether similar or not) beyond the reasonable control of Harmonic.

Appendix 4 sets out Harmonic’s policy for acceptance of (i) documents or Proper Instructions sent by electronic transmission, and (ii) documents signed electronically.

A person who is not a party to this Agreement may not, in its own right or otherwise, enforce any term of this Agreement except that (i) each Harmonic Party that is not a party to this Agreement may in its own right enforce Clause 7 (and its sub-clauses) subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act 2014, as amended, modified, re-enacted or replaced, and (ii) the Manager(s) to the Company may enforce such terms. Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including without limitation any Harmonic Party who is not also a party) is not required for any amendment to, or variation, release, rescission or termination of this Agreement.

Notwithstanding anything to the contrary contained in this Agreement or elsewhere, and for the avoidance of doubt, it is specifically agreed that under no circumstances will either party be liable for any indirect or consequential loss or loss of profit whatsoever of the other party or any other person.

Harmonic shall not be required to take any legal action on behalf of the Company unless expressly agreed in writing. In no circumstances will Harmonic take any such action unless the Harmonic Parties are fully indemnified to Harmonic’s satisfaction for all costs and liabilities which may be incurred in connection with such action.

It is hereby acknowledged that certain investments and the cash of the Company may be held by custodians, brokers and banks from time to time appointed by the Company (“Custody Entity”). Harmonic has no control over such investments and/or cash and will have no responsibility or liability for any Losses or damage which the Company or any Unitholder may sustain or suffer as a result of the acts, omissions, liquidation, bankruptcy or insolvency of any Custody Entity.

Harmonic may refer any legal question to its own external legal advisers for the time being, on any matter of difficulty arising in connection with this Agreement, and may reasonably act on any opinion given by such legal advisers without being responsible for the correctness thereof or for any result which may follow from so doing.

Each Harmonic Party shall be entitled, for all purposes, to rely on Proper Instructions and the authenticity and accuracy of all information and communications of whatever nature received by Harmonic in good faith in connection with the performance of their respective duties pursuant to this Agreement. No Harmonic Party shall be responsible or liable to any person for any Losses arising by virtue of any actions taken, or omitted to be taken, by it in consequence of any Proper Instructions, and/or any such information or communication not being authentic and/or accurate and/or from the apparent author and/or sender provided such Harmonic Party has acted reasonably and in good faith.

It is hereby agreed and acknowledged that the liability of the Company hereunder shall be limited to, and any indemnity provided by the Company herein shall be provided from, the assets of the Company (including any amounts reasonably recoverable by the Company from a third party under the terms of any contract entered into by the Company on its behalf), save in the event of actual fraud, Gross Negligence, wilful default or breach of the representations and warranties herein by the Company.

Notwithstanding any other provision in this Agreement, in no event shall the liability of any Harmonic Party, whether based on a claim in contract, tort, breach of statutory duty or otherwise arising out of, or in relation to, providing the services set out in this Agreement (“Harmonic Party Maximum Aggregate Liability”) exceed an amount equal to (i) (if this Agreement has been in force for the prior 12-month period at the date of claim) four times the prior 12-month fee amount payable to Harmonic as set out in Appendix 2 or (ii) (if this Agreement has not been in force for the prior 12-month period at the date of claim) two times the amount actually received by Harmonic in respect of the fees payable to Harmonic as set out in Appendix 2 for the period from commencement date of the Agreement until date of claim.

No person shall be found to have committed actual fraud, wilful default or Gross Negligence under this Agreement unless or until a court of competent jurisdiction has reached a final, non-appealable determination to the effect.

Harmonic will have no responsibility for making any independent determination as to whether a Unitholder is eligible to invest in the Company, but will be entitled to rely exclusively on the truthfulness of the representations, warranties and information of the Unitholder in the Subscription Booklet and the determinations and instructions of the Company. Harmonic will have no responsibility for compliance by the Company, the Administrator or the Manager with any applicable securities laws or regulations in any jurisdiction. Harmonic will not be liable for any actions taken by the Company, the Administrator or the Manager that would cause the Company to violate any applicable securities laws or regulations in any jurisdiction and, in particular, Harmonic will not be liable for ensuring that the Company’s registration statement and/or the Subscription Booklet (as amended from time to time) comply with any applicable securities laws or regulations in any jurisdiction.

No Harmonic Party will be liable for any Losses incurred as a result of an act or omission of any person providing services with respect to the Company (including but not limited to any person acting as administrator or sub-administrator of the Company) prior to the date of the appointment of Harmonic (“Appointment Date”). Harmonic will be entitled to rely upon the completeness and accuracy of all data and documentation provided to Harmonic and relating to any period up to the Appointment Date, including but not limited to valuations, audited or unaudited accounts and reports, financial books, records and registers (“Historic Data”). The Company will indemnify and hold harmless each Harmonic Party from and against any and all Losses which may be imposed on, incurred by or asserted against a Harmonic Party by a third party by reason of it reasonably relying on such Historic Data in performing its obligations or duties hereunder except to the extent such Losses are caused by, arise from, or are related to the actual fraud, Gross Negligence or wilful default on the part of a Harmonic Party, and Harmonic is expressly relieved from any duty or obligation to verify the accuracy or completeness of Historic Data.

Harmonic shall perform its duties hereunder diligently and with the same standard of care exercised by a prudent person in connection with the performance of the same or similar duties and, in no event with less care than Harmonic exercises or would exercise in connection with the same or similar obligations if those obligations were the direct obligations of Harmonic.

ERISA

Notwithstanding any other provisions contained in this Agreement, the Company acknowledges that the services to be provided with respect to the Company by each Harmonic Party, pursuant to the terms of this Agreement, do not constitute fiduciary advice to the Company or the Manager or their Affiliates; no Harmonic Party exercises any discretion or control with respect to the management or disposition of the assets of the Company; and no Harmonic Party will, in any circumstances, be required to undertake any action that could possibly characterise such Harmonic Party as a fiduciary, as defined in Section 3(21) of ERISA, of the Company or any Plan whose assets are invested in the Company.

Notwithstanding any other provisions contained in this Agreement, the Company agrees to indemnify and hold harmless each Harmonic Party from and against any and all Losses (other than Losses directly resulting from the actual fraud, Gross Negligence or wilful default on the part of a Harmonic Party) which may be imposed on any Harmonic Party as a result of the assets of the Company being deemed to constitute the assets of any Plan, within the meaning of the Plan Asset Regulations. The provisions of this Clause will remain in effect and will be enforceable by Harmonic after the termination of this Agreement.

CONFIDENTIALITY AND DATA PROTECTION

No party will, unless compelled by any relevant statute, person empowered by statute, regulatory authority or court of competent jurisdiction, either before or after the termination of this Agreement, disclose to any person (other than its legal advisor, Affiliates, Representatives, and any agent or delegate appointed pursuant to Clause 6(a)) any information relating to the other parties or to the affairs of such parties without the consent of those other parties (and, in the case of Representatives, only to those Representatives who have a need to know such information and who are bound by their own obligations of confidentiality).

The obligations of each of the parties contained in Clause 9.1 above will continue without time limit but will cease to apply to any information which is in the public domain (otherwise than by breach by any party of its obligations herein) or which the disclosing party developed independently without reference to any confidential information of the other party or which was disclosed by a third party without breach of this Agreement.

Notwithstanding anything herein to the contrary, the Company shall be permitted to disclose the identity of Harmonic as a service provider, redacted copies of this Agreement, and such other information as may be required for and in the Company’s registration statement, filings with regulatory authorities and agencies, and communications with Unitholders, prospective Unitholders (including in connection with due diligence requests) and the Company’s other service providers, or as may otherwise be required by applicable law, rule, or regulation.

Notwithstanding anything to the contrary contained in this Clause, Harmonic will be entitled to use the name of the Company solely to the extent set out in Clause 6(b) above.

No party will, either before or after the termination of this Agreement, do or commit any act or matter or thing which would or might prejudice or bring into disrepute the business or reputation of the other party or any of its directors, partners and/or members.

The Company acknowledges and agrees that Harmonic, subject always to the confidentiality obligations to the Company under the confidentiality provisions of this Clause, by itself or through an agent or delegate, may generate, collect, receive, transfer, disclose, process and store materials, data, information and content relating to the Company and/or the business of the Company, or its principals, affiliates, Unitholders, beneficial owners, directors, officers, employees and agents (“Data”), whether confidential or not, either in original format, on servers maintained by Harmonic, or its agent or delegate, or by third party service providers on Harmonic’s behalf, within or outside of the Cayman Islands and/or in any other jurisdictions whether or not Harmonic or its agent or

Certain data received by Harmonic in the course of performing services hereunder may be “Personal Data” in scope of Regulation (EU) 2016/679 (known as the European Union General Data Protection Regulation). Appendix 5 sets out Harmonic’s particular obligations in relation to such Personal Data.

Certain information received by Harmonic in the course of performing services hereunder may be “Personal Information” as defined by Cal. Civ. Code §§ 1798.100–1798.199 and its implementing regulations (known as the California Consumer Privacy Act of 2018), as amended by the California Privacy Rights Act of 2020. Appendix 6 sets out Harmonic’s particular obligations in relation to such Personal Information.

Harmonic shall promptly notify the Company in writing of any breach of security, misuse or misappropriation of, or unauthorised access to, (in each case, whether actual or alleged) any Data, systems utilised by Harmonic in its provision of services to the Company, Harmonic’s cybersecurity systems, or any other confidential information.

In the event of a breach of the obligations of a recipient of confidential information under Clause 9.1, such recipient must, immediately following the discovery of the breach, give notice to the party disclosing such confidential information of the nature of the breach (to the extent permitted by law). Such recipient acknowledges that a breach of Clause 9.1 may result in irreparable and immediate injury to the party disclosing such information that that is inadequately compensable in damages, and agrees that in the event of such breach, the disclosing party, in addition to any other right or relief, shall be entitled to seek equitable relief by way of temporary or permanent injunction and to seek such other relief that any court may deem just and proper. The right and remedies provided in this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or equity. All such other rights and remedies may be exercised from time to time, and as often and in such order as the disclosing party deems expedient. The recipient of such confidential information hereby indemnifies (on a full indemnity basis) and holds harmless the disclosing party against any and all Losses which the disclosing party may incur, suffer or be required to pay, to the extent directly arising out of or in connection with the breach of Clause 9.1 by the receiving party or its Representative but not caused by, arising from or elated to the actual fraud, Gross Negligence or wilful default on the part of the disclosing party.

WARRANTIES

Each of the Company and Harmonic hereby represents and warrants that, as at the date hereof and for the duration of this Agreement:

it is a duly established legal entity in its jurisdiction of incorporation or formation, and all necessary approvals, permits, authorisations and licences from the authorities required by it under the laws and regulations of its jurisdiction of incorporation or formation to enter into and perform this Agreement have been obtained, and all actions have been taken by it to comply with all legal and other requirements necessary to ensure that by entering into this Agreement and performing its obligations hereunder, it would not infringe any laws or regulations applicable to it or the terms of any such approval, permit, authorisation or licence;

all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents), in order to enable it lawfully to enter into, exercise its rights, and perform and comply with its obligations under this Agreement, and ensure that those obligations are valid, legally binding and enforceable, have been taken, fulfilled and done;

it has the necessary power and authority to enter into this Agreement, and to exercise its rights, and observe and perform its obligations hereunder, and the execution of this Agreement by it has been duly authorised so that upon execution, this Agreement will constitute valid and binding obligations of it in accordance with its terms; and

its entry into, exercise of its rights, and/or performance of or compliance with its obligations under this Agreement do not, and will not, contravene or constitute a default under its constitutional documents or under any other agreement, contract, instrument or other form of commitment binding upon it.

The Company represents and warrants that, as at the date hereof and for the duration of this Agreement it has provided and will provide Harmonic with all information reasonably requested and reasonably necessary to enable Harmonic to perform its services and duties hereunder.

TERMINATION

This Agreement shall continue in force until terminated by either the Company or Harmonic, giving to the other parties not less than 90 days’ notice in writing (or such shorter notice as the parties may agree), expiring at any time provided that either party may terminate this Agreement forthwith by notice in writing taking immediate or subsequent effect if:

any party has committed a material breach or is in persistent breach of any of the terms of this Agreement (including the representations and warranties) and has not remedied such breach within 30 days after service of notice by the other parties requiring it to be remedied; or

Harmonic or the Company (as the case may be) goes into liquidation (except a voluntary liquidation for the purposes of reconstruction, amalgamation or merger on terms previously approved in writing by the other parties) or has a receiver or its equivalent in any jurisdiction appointed over all or any of its assets.

Upon termination, Harmonic shall provide the Company with a pro-rated refund of any fees or expenses paid in accordance with the provisions of this Agreement.

Termination of this Agreement will be without prejudice to any claims or rights which either of the parties may have by reason of any breach of the other party’s obligations and, without prejudice to the generality of the foregoing, any indemnity provisions and provisions limiting liability will survive termination of this Agreement.

Upon termination, the Company will arrange for notification to the Unitholders and, if applicable, for the Company’s registration statement, Subscription Booklet and any advertising or sales material which refers to Harmonic to be promptly amended.

Upon termination of this Agreement, Harmonic will, subject to compliance with applicable law, hand over to the Company, or to such person as it may direct, all documents belonging to the Company that are in the possession of Harmonic.

In the event that, in connection with termination, a successor to any of Harmonic’s duties or responsibilities hereunder is designated by the Company by written notice to Harmonic, Harmonic will promptly, upon such termination, except in the case of a material breach by Harmonic, in which case all expenses should be borne by Harmonic, and at the expense of the Company, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by Harmonic under this Agreement in a form reasonably acceptable to the Company (if such form differs from the form in which Harmonic has maintained the same, the Company shall pay any reasonable and documented expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from Harmonic’s personnel in the establishment of books, records, and other data by such successor. The Company shall be entitled to request, and Harmonic shall furnish in response to such request, the services contemplated herein for six (6) months following the termination of the Agreement at the rates provided herein in order to allow for a smooth transition, except if the Agreement is terminated by Harmonic upon the breach of the Company of any material term of this Agreement (provided, however, that if termination is due to Harmonic’s breach or default, Harmonic shall bear all reasonable transition expenses).

NOTICES

With the exception of Proper Instructions (which will be forwarded to such address or email address as may be notified in writing by Harmonic to the Company from time to time), each of the parties chooses as its email address (“notice address”) for the purposes of the giving of any notice, the serving of any process, and for any other purpose arising from this Agreement, its respective email address set forth below:

Each of the parties will be entitled from time to time, by written notice to the others, to change its notice address.

Any notice given by one party to the others (“the addressee”) which:

is delivered by hand during the normal business hours of the addressee at the addressee’s notice address for the time being will be presumed (until the contrary is proved by the addressee) to have been received by the addressee at the time of delivery; or

is posted by registered post to the addressee’s notice address for the time being will be presumed (until the contrary is proved by the addressee) to have been received by the addressee on the tenth day after the date of posting; or

is delivered by facsimile during the normal business hours of the addressee will be presumed (until the contrary is proved by the recipient) to have been received immediately upon confirmation of receipt, provided that the party communicating by facsimile will telephone the receiving party to confirm receipt; or

is delivered by email during the normal business hours of the addressee will be presumed (until the contrary is proved by the recipient) to have been received immediately upon confirmation of delivery.

RECORDS

TELEPHONE RECORDING

UPDATES TO AND APPROVAL OF COMPANY DOCUMENTS

ASSIGNMENT AND AMENDMENT

COUNTERPARTS

SEVERANCE

ENTIRE AGREEMENT

WAIVER

PROPER LAW AND JURISDICTION

/s/ Eric Muller

/s/ Allen Bernardo

determine, in accordance with the method of calculation agreed upon by the Company and pursuant to Proper Instructions, any Fee payable and any accrual in relation thereto, and determine as of each valuation point, the Net Asset Value and Net Asset Value per Unit, in accordance with the Company’s valuation policies and procedures as in effect from time to time and in accordance with the information supplied to it by or on behalf of the Company and any Custody Entity;

conduct daily cash, position and trade reconciliations, and supervise the maintenance of the Company’s general ledger, including oversight of expense payments and of the declaration and payment of distributions to Unitholders;

keep the accounts of the Company and maintain the books and records of the Company as required under Rule 31a-3 of the 1940 Act and otherwise, for the proper conduct of the financial affairs of the Company, all in accordance with the information supplied to it by or on behalf of the Company and any Custody Entity;

assist with preparing the annual and quarterly financial statements of the Company for inclusion in Form 10-Q and Form 10-K filings, as applicable, in accordance with the information supplied to it by or on behalf of the Company, and assist and liaise with the auditor in respect thereof, provided that Harmonic shall be afforded a reasonable opportunity to review a final draft of the annual financial statements prior to finalisation;

promptly deliver, or procure the delivery of, the Net Asset Value and Net Asset Value per Unit to the Company or to any other person as may reasonably be requested by the Company;

assist the Company with the preparation of required tax or information returns;

assist the Company with the preparation of any other required reporting;

provide the Company’s personnel upon request with information about the Company’s performance and administration, including the Company’s total return, expense ratio and portfolio turnover rate;

arrange for a representative of Harmonic to attend at telephone board meetings and telephone general meetings of the Unitholders when so required by the Company;

act as liaison among all Company service providers, including, but not limited to, custodians, depositaries, transfer agents and dividend reinvestment plan administrators;

monitor arrangements under distribution and/or unitholder services or similar plans, and review calculations prepared by the Company’s transfer agent, of fees due to distributors, custodians and other service providers pursuant to such plans;

monitor and communicate activity under Unit repurchase or tender offer programs;

keep the Company’s governing documents, including its LLC Agreement, bylaws and minute books, but only to the extent such documents are provided to Harmonic by the Company, the Company or its representatives for safe-keeping;

monitor compliance with the 1940 Act requirements which are confirmed by the Company to Harmonic as being applicable to business development companies and the Company’s status as a regulated investment company under Subchapter M of the Code as set forth below, including preparing quarterly reports on the Company’s status with respect to each test and quarterly reporting for inclusion in the compliance report to the Company in accordance with the information supplied to it by or on behalf of the Company:

Code Section 851 - 90% Qualifying income

Code Section 851 – Annual Distribution Requirement

Code Section 851 - Company Diversification

Section 55(a) of the 1940 Act - 70% Eligible Assets Requirement

Section 12(d)(1) of the 1940 Act - Investment Companies

Section 12(d)(2) of the 1940 Act – Insurance Companies

Section 12(d)(3) of the 1940 Act – Securities-Related Businesses

Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act – 150% Asset Coverage Requirement

Section 35(d)(1) of the 1940 Act – Names Rule test

maintain awareness of operational service issues;

assist the Company with monitoring Company compliance with the policies and investment limitations as set forth in its registration statement;

perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications in the form reasonably advised and requested by the Company in connection with: (i) any certification required of the Company pursuant to the Sarbanes-Oxley Act of 2002 or any rules or regulations promulgated by the SEC thereunder, and (ii) the operation of Harmonic’s compliance program as it relates to the Company, provided the same shall not be deemed to change Harmonic’s standard of care as set forth herein;

in order to assist the Company in satisfying the requirements of Rule 38a-1 under the 1940 Act (“Rule 38a-1”), Harmonic will provide the Company’s Chief Compliance Officer with reasonable access to Harmonic’s records relating to the services provided by it under this Agreement, and will provide quarterly compliance reports and related certifications in the form advised by the Company from time to time regarding any Material Compliance Matter (as defined in Rule 38a-1) involving Harmonic that affect or could affect the Company;

assist the Company with preparing reports and other documents required by the SEC and any U.S. stock exchanges on which the Company’s Units may be listed;

assist in producing materials requested by the SEC;

maintain records of all materials produced pursuant to the services provided under this Agreement as requested by the SEC;

provide financial data for inclusion in the Company’s registration statement(s) filed under the 1933 Act and/or the 1934 Act;

provide supporting financial and portfolio information, as required, to facilitate the Company’s quarterly publishing of Net Asset Value, distributions to Unitholders, status of the Company’s offering and portfolio updates;

assist the Company’s Chief Executive Officer and Chief Financial Officer in connection with establishing and maintaining internal control over financial reporting (as defined in Rules 13a-15(f) and 15-d(f) under the 1934 Act) for the Company;

supervise the maintenance of the Company’s general ledger and the preparation of the Company’s financial statements, including oversight of expense payments, of the determination of net asset value of the Company’s Units, and of the declaration and payment of dividends and other distributions to Unitholders;

compute the total return (based on both net asset value and market value, to the extent applicable) and expense ratio of the Company and the Company’s portfolio turnover rate;

prepare quarterly and annual financial statements, which include without limitation the following items:

Schedule of Investments;

Consolidated Balance Sheet;

Statement of Operations;

Statement of Changes in Net Assets;

Statement of Cash Flows;

Notes to the quarterly and annual financial statements;

Financial highlights; and

Supporting schedules for MD&A sections

assist the Company with preparing Form 1099 Miscellaneous, 1042 or 1042-S for payments to trustees and other service providers;

prepare tax schedules in the form advised by the Company from time to time, which include without limitation the following items:

Fiscal Distribution Schedules (including recorded ROSCOP journal entry to general ledger);

Excise Distribution Schedules;

provide the Company’s management and Company’s independent accountant with tax reporting information pertaining to the Company and available to Harmonic as required in a timely manner; and

assist the Company with preparing Company financial statement tax footnote disclosures for the review and approval of Company management and/or the Company’s independent accountant.

performing such anti-money laundering, anti-terrorism financing and anti-proliferation financing duties in relation to the Company and each Unitholder as are required under applicable laws and regulations (including provision of Money Laundering Reporting Officer and Money Laundering Compliance Officer for the Company); or

providing the Company with certain reports and information about Unitholders, or effecting regulatory filings, to enable the Company to discharge its obligations related to “Automatic Exchange of Information” under applicable laws and regulations.

any amended registration statement, supplement or addendum;

any amended Subscription Booklet, supplement or addendum;

any letter to Unitholders;

any voting materials for Unitholders;

any amendment to the LLC Agreement; and

any amendment, supplement or addendum to a material contract of the Company or new material contract of the Company.

the laws and regulations (i) in the jurisdiction of establishment of the Company and (ii) governing the Company’s documents, do not prohibit acceptance of Electronic Instructions, and Electronic Instructions are no less legally effective than such documents would have been if they had also been submitted to the Company in an original paper version; and

the Company’s registration statement, Subscription Booklet, transfer instructions and LLC Agreement of the Company do not prohibit acceptance of Electronic Instructions.

Harmonic may rely conclusively upon and shall incur no liability in respect of any action taken upon any Electronic Instruction that is believed in good faith to be genuine;

where an Electronic Instruction is given or sent to Harmonic, Harmonic shall be entitled to act on such Electronic Instruction in place of delivery of such document in paper;

permitting Electronic Instructions in lieu of an original to follow presents the particular risk that the Electronic Instruction will not be properly received by Harmonic, and accordingly the sender of the Electronic Instruction in these circumstances must always follow up with Harmonic in order to ensure the Electronic Instruction has been received. The fact that a transmission report produced by the originator of such Electronic Instruction discloses that the Electronic Instruction was sent will not be sufficient proof of receipt by Harmonic. In the case of an Electronic Instruction transmitted to Harmonic by: (i) email - a report produced by Harmonic’s computer system which discloses that an email was received by Harmonic from the purported sender will be proof of receipt of an email from the particular sender on a particular date/time, but does not show the contents of such email and if such email contained an attachment, such report would only show the fact the email had an attachment but not the contents of such attachment; or (ii) facsimile—a report produced by Harmonic’s facsimile system which discloses that a facsimile was received by Harmonic from the purported sender will be proof of receipt of such facsimile; and

each Harmonic Party shall be indemnified and held harmless against, any and all Losses arising to a Harmonic Party as a result of the mis-delivery, the non-receipt or the interception of any Electronic Instruction or in consequence of any Harmonic Party accepting and acting upon any Electronic Instruction given or sent as aforesaid, whether or not such Electronic Instruction was given or sent or purported to have been given or sent by any person duly authorised to give such Electronic Instruction.

the laws and regulations (i) in the jurisdiction of establishment of the Company and (ii) governing the Company’s documents, do not prohibit acceptance of Electronic Signature Instructions, and Electronic Signature Instructions are no less legally effective than such documents would have been if they had been executed/signed and submitted in accordance with the Company’s documents; and

the Company’s registration statement, Subscription Booklet, transfer instructions and LLC Agreement of the Company do not prohibit acceptance of Electronic Signature Instructions.

Harmonic may rely conclusively upon and shall incur no liability in respect of any action taken upon any Electronic Signature Instruction that is believed in good faith to be genuine;

where an Electronic Signature Instruction is given or sent to Harmonic, Harmonic shall be entitled to act on such Electronic Signature Instruction in place of such instruction executed/signed and submitted in accordance with the Company’s documents;

in the event a Unitholder or prospective Unitholder has provided an Electronic Signature Instruction regarding the Company by means of affixing an electronic signature through the DocuSign technology platform (“Platform” and such instructions, “DocuSign Instructions”), Harmonic may receive the DocuSign Instruction by one of the following methods:

the Platform may be requested to generate an email notification to Harmonic with a hyperlink to such DocuSign Instruction, and upon receipt of such notification Harmonic shall access the Platform to view and access the DocuSign Instruction and to request that it be emailed to Harmonic. In such circumstances the Company acknowledges that permitting DocuSign Instructions in lieu of instructions executed/signed and submitted by any other method presents particular risks that the DocuSign Instruction may not be properly uploaded to the Platform by the Unitholder or prospective Unitholder, that the Platform may not generate an email notification to Harmonic (with the result that Harmonic will not be aware of such DocuSign Instruction having been uploaded), or Harmonic may not be able to view and access such DocuSign Instruction on the Platform, or request such DocuSign Instruction to be emailed (with the result that Harmonic will be delayed in acting upon such DocuSign Instruction). Accordingly, where a DocuSign Instruction is sent to Harmonic by this method, the sender of the DocuSign Instruction must always follow up with Harmonic in order to ensure the DocuSign Instruction has been received. The fact that a report for the Unitholder or prospective Unitholder produced by the Platform discloses that an email notification of the DocuSign Instruction was sent to Harmonic will not be sufficient proof of receipt of the DocuSign Instruction by Harmonic. In the case of a DocuSign Instruction uploaded to the Platform, both the report produced by the Platform which discloses that the DocuSign Instruction has been emailed to Harmonic and a report produced by Harmonic’s computer system which discloses that an email was received by Harmonic from the Platform will be proof of receipt of such DocuSign Instruction by Harmonic; or

the Unitholders or prospective Unitholders may email the DocuSign Instruction to Harmonic directly; or

the Company may email the DocuSign Instruction to Harmonic directly;

each Harmonic Party shall be indemnified (on a full indemnity basis) and held harmless against, any and all Losses arising to a Harmonic Party as a result of the mis-delivery, the non-receipt or the interception of any Electronic Signature Instruction or in consequence of any Harmonic Party accepting and acting upon any Electronic Signature Instruction given or sent as aforesaid, whether or not such Electronic Signature Instruction was signed, given or sent or purported to have been signed, given or sent by any person duly authorised to give such Electronic Signature Instruction.

DEFINITIONS AND INTERPRETATION

Unless defined herein, capitalised terms used in this Appendix shall have the meaning ascribed to them in the Agreement.

In this Appendix any reference to a “clause” or “annex” is, unless the context otherwise requires, a reference to a clause or annex of this Appendix.

EFFECT ON EXISTING DATA PROTECTION PROVISIONS IN THE AGREEMENT

It is acknowledged that the Agreement contains provisions relating to each party’s rights, duties and obligations under applicable data protection law, including all associated defined terms (the “Existing Provisions”). It is further acknowledged that this Appendix applies to Relevant Personal Data in scope of the GDPR, and other personal data not in scope shall continue to be governed by the Existing Provisions.

As and from the date of this Appendix, the rights, duties and obligations of each party under the GDPR in respect of Relevant Personal Data shall be as set forth in this Appendix.

THE COMPANY AS THE DATA CONTROLLER

DATA PROTECTION

Harmonic represents and warrants to the Company that Harmonic in its capacity as a Data Processor of the Relevant Personal Data has the necessary expert knowledge, reliability and resources to implement appropriate technical and organisational measures in such a manner that the processing of the Relevant Personal Data it undertakes will meet the requirements of the GDPR and ensure the protection of the rights of the related data subjects.

Harmonic hereby undertakes to comply with all its obligations as a Data Processor under the GDPR in respect of the Relevant Personal Data, including without limitation, the relevant obligations outlined expressly in this Appendix.

In respect of the Relevant Personal Data, other than as provided in Clause 4.11, Harmonic acts as a Data Processor and it shall only process the Relevant Personal Data for the purposes of performing its services with respect to the Company as described in the Agreement and for the duration of the Agreement and shall only act on instructions of the Company, other than as required by applicable law.

The type of Relevant Personal Data that will be processed by Harmonic shall include data such as name, residential address, email address, telephone number, place of birth, date of birth, passport number, social security number, tax ID number, bank account details, personal details required to complete background checks, and, in the context of a Unitholder, personal details required to complete subscription and transfer processing (including but not limited to identification verification information, source of funds information and source of wealth information) and details relating to investment activity. Such Relevant Personal Data may relate to Unitholders or such person’s connected individuals, such as its directors, trustees, employees, representatives, shareholders, investors, clients, beneficial owners or agents.

Harmonic will provide all reasonable assistance to the Company in meeting any requests of Unitholders regarding their rights as data subjects under the GDPR in relation to the Relevant Personal Data.

In respect of the Relevant Personal Data Harmonic shall make available to the Company all information necessary to demonstrate compliance with the obligations laid down in the Article 28 of the GDPR, and shall allow for and contribute to audits, including inspections, conducted by the Company or an auditor mandated by the Company.

Harmonic shall immediately inform the Company if, in Harmonic’s opinion, an instruction to make available information pursuant to Clause 4.6 infringes the GDPR or other applicable law.

Harmonic shall notify the Company without undue delay after becoming aware of a Personal Data breach in respect of any Relevant Personal Data.

Harmonic shall maintain records of its processing activities under this Appendix and shall cooperate with the relevant data protection authorities and make those records available to such authorities on request.

All Relevant Personal Data held by Harmonic shall be deleted or returned to the Company upon the termination of the Agreement, unless applicable law otherwise requires such Relevant Personal Data to be retained by Harmonic for a prescribed period.

In respect of the Relevant Personal Data, Harmonic acts as Data Controller solely in respect of the Relevant Personal Data provided to Harmonic to satisfy Harmonic’s own obligations to verify identity of its own client under applicable AML/ATF/APF laws and regulations, and where Harmonic acts as Data Controller it shall process such Relevant Personal Data in accordance with the GDPR to which it is subject. The Company represents and warrants that it has notified all relevant individuals that Harmonic is processing their Personal Data for this purpose and the Company shall provide all reasonable assistance to Harmonic in complying with its obligations under the GDPR in respect of such Personal Data.

SECURITY MEASURES FOR THE PROCESSING OF PERSONAL DATA

Harmonic shall take all measures required regarding the security of processing of the Relevant Personal Data as outlined in Article 32 of the GDPR.

Harmonic shall ensure that (i) any of its employees and independent contractors; and (ii) any of its Permitted Processors (as defined in Clause 6.1) authorised to process the Relevant Personal Data have contractually committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

Harmonic shall implement appropriate technical and organisational measures to ensure a level of security for the Relevant Personal Data appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.

Where the processing involves the transmission of Relevant Personal Data over a network, Harmonic shall take all appropriate security, technical security and organisational measures against the accidental loss or destruction of Relevant Personal Data and against all other unlawful forms of processing Relevant Personal Data.

Harmonic agrees to maintain a comprehensive information security program reasonably designed to protect the Relevant Personal Data that is in Harmonic’s possession.

Harmonic will provide all reasonable assistance to the Company in respect of the Relevant Personal Data in order to ensure compliance with the obligations pursuant to Article 32 to 36 of the GDPR.

TRANSMISSION OF PERSONAL DATA BY HARMONIC

It may be necessary for Harmonic to transfer Relevant Personal Data for processing, back-up or storage to an agent, delegate, or other representative of Harmonic (which may or may not be an Affiliate) appointed by Harmonic (pursuant to authority in the Agreement) to carry out sub-processing activities on behalf of Harmonic (each, a “Permitted Processor”) under an appropriate written agreement between the Permitted Processor and Harmonic. Harmonic may only transmit Relevant Personal Data (a) to Permitted Processors with the prior written consent of the Company; or (b) where required to do so under applicable law. As at the date of this Agreement, Relevant Personal Data will be transmitted by Harmonic to such Permitted Processors located in such locations as is set out in the Disclosed Transmission Arrangements section of Schedule 5A to this Appendix (the “Disclosed Transmission Arrangements”) and by its execution of this Agreement the Company shall be deemed to have given its consent, and to represent and warrant that it has obtained the consent of all relevant individuals, to such Disclosed Transmission Arrangements. Harmonic shall obtain prior written consent of the Company before making any changes to the Disclosed Transmission Arrangements.

In addition, it may be necessary for Harmonic to transfer Relevant Personal Data to certain third parties, upon the instruction of the Company, whose involvement is necessary to carry out all or part of Harmonic’s duties and obligations contemplated under the Agreement and in accordance with Harmonic’s internal written procedures. In such instances it is acknowledged and agreed that any such third party will not be a Permitted Processor of Harmonic and will instead be engaged directly by the Company as a processor. It is also acknowledged and agreed that where Harmonic is required to transfer Relevant Personal Data to a legal, regulatory or taxation authority under applicable law any such transfer shall not constitute the engagement of a Permitted Processor by Harmonic.

Harmonic shall ensure that the data protection obligations applicable to it as contained in this Appendix are contractually imposed on each Permitted Processor in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the GDPR, and any such transmission of Relevant Personal Data by Harmonic to a Permitted Processor shall be in accordance with the model clauses as stipulated pursuant to the GDPR.

Harmonic shall remain fully liable for the acts or omissions of any Permitted Processor in the processing of Relevant Personal Data received from Harmonic which result in a breach of the GDPR as if such acts or omissions were Harmonic’s own.

AMENDMENT

Permitted Processors who are Harmonic Group Affiliates

Harmonic Group Affiliates

Location

Permitted Processors who are not Harmonic Group Affiliates

Entity

Purpose

Country

Website