SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release ("Agreement") is made and entered into this
day of fj\ CHc\\ , 2018, by and between the City of Cincinnati
("City"), Harbour Portfolio Advisors, LLC, Harbour Portfolio International Fund, Inc., Harbour
Portfolio VI, LP, Harbour Portfolio VII, LP, Harbour Portfolio VIII, LP, Harbour High Yield
Fund, LLC, National Asset Advisors, LLC, and National Asset Mortgage, LLC (collectively
"Harbour" or "Harbour Companies"). The City and Harbour may be collectively referred to as
the "Parties" or individually as a "Party."

WHEREAS, on April 11, 2017, the City filed a Complaint in the Court of Common
Pleas, Hamilton County, Ohio, in an action captioned City of Cincinnati v. Harbour Portfolio
Advisors, LLC, et al. , Case No. A 1702044 (the "Action");

WHEREAS, on July 20, 2017, the City filed an Amended Complaint ("Amended
Complaint") raising claims against Harbour and seeking injunctive and declaratory relief, and
monetary payment for outstanding liabilities allegedly owed by Harbour;

WHEREAS, pursuant to mediation held at the Hamilton County Court of Common Pleas
on November 21, 2017, the Parties reached an agreement in principle and now desire to settle,
compromise, and resolve certain rights, claims, and demands asserted in Counts I through XI of
the Action and to come to a final resolution of all allegations and claims that were asserted, or
which could have been asserted, in the Action;

WHEREAS, it is understood that the consideration for this release is being provided
solely in order to compromise and avoid the uncertainty, burden and expense associated with
litigation, and does not constitute an admission of any liability on the part of Harbour or the City;
and

NOW, THEREFORE, for and in consideration of the promises and mutual covenants and
agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the City and Harbour hereby agree as follows:

1. Settlement Payment. In exchange for the full release of liability, and other
consideration provided by the Agreement, including settlement of any of Harbour's
outstanding fines, penalties, fees, assessments, liens and/or other costs for any
violation of the Cincinnati Municipal Code, as it relates to the properties identified in
Exhibit A of the City's Amended Complaint and which are the subject of the claims
in the Action, Harbour shall pay the City a total of $125,000.00 (One Hundred
Twenty-Five Thousand Dollars and zero cents) (the "Settlement Amount") within
thirty (30) days of the execution of this Agreement. The Settlement Amount shall be
paid by check made payable to the City of Cincinnati and shall be delivered to:

Erica Faaborg
Chief Counsel, Quality of Life Division
Law Department, City of Cincinnati
801 Plum Street, Suite 214
Cincinnati, Ohio 45202-1985

{00252211-1}
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 2. Recordation of Property Conveyances. To the extent that it has not already done
so. Harbour agrees to record all deeds, transfers, or conveyances ("Conveyance
Documents") of property located within the city of Cincinnati from or to Harbour
and/or any of its affiliated entities with the Hamilton County Recorder's Office within
fourteen (14) days of any such conveyance, regardless of whether Harbour is the
conveyor or conveyee of any property subject to transfer in the future. In the event
Harbour fails to record a Conveyance Document within the prescribed time period,
absent separate agreement with the City, Harbour shall be deemed liable for all City-
imposed liabilities associated with the transferred property, including, but not limited
to, code, zoning, and use permits and related issues, Vacated Building Maintenance
License fees and associated late fees, citations, costs associated with lot abatement,
barricading, or demolishing a property, and City water service/costs, but only to the
extent those fees, citations and other costs are attributed to the period of time that any
such property has either been owned by Harbour or has been noted as being owned by
Harbour pursuant to the official records of the Hamilton County Recorder's office.

3. Land Sale Contracts.

a. Harbour agrees that it shall not enter into any future land sale contracts,
contracts for deed, land contracts, land installment contracts, or other such
similar agreements ("Land Sale Contracts") with any individuals for
properties located in the city of Cincinnati unless the subject property has
been deemed habitable and fit for occupancy by the City.

b. Harbour agrees that it shall record all future Land Sale Contracts with the
Hamilton County Recorder's Office within fourteen (14) days of the executed
transaction(s). In the event Harbour fails to record a Land Sale Contract
within the prescribed time period, absent separate agreement with the City,
Harbour shall be deemed liable for all City-imposed liabilities associated with
the transferred property, including, but not limited to, code, zoning, and use
permits and related issues, Vacated Building Maintenance License fees and
associated late fees, citations, costs associated with lot abatement, barricading,
or demolishing a property, and City water service/costs, but only to the extent
those fees, citations and other costs are attributed to the period of time that
any such property has either been owned by Harbour or has been noted as
being owned by Harbour pursuant to the official records of the Hamilton
County Recorder's office.

c. With respect to any future Land Sale Contract Harbour may enter into for real
property located in the city of Cincinnati, Harbour agrees that it shall do the
following:

{00252211-1} {00252211-1}

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 i. Issue the subject vendee a letter, based on the template attached to this
Agreement as Exhibit "A", which describes the various methods by
which individuals may use City resources to research code conditions
and violations at properties located in the city of Cincinnati;

ii. Disclose to the vendee all known defects at the subject property, as
required by Ohio law;

iii. Disclose to the vendee all known citations, notices of violation, or

other communications issued by the City regarding the subject
property;

iv. Disclose to the vendee any known liens, unpaid taxes, and/or other
public assessments; and

v. Allow potential buyers and vendees the opportunity to inspect the

subject property and/or obtain an independent home inspection
evaluation and/or appraisal prior to entering into any Land Sale
Contract for the subject property.

4. Code Compliance. Harbour agrees to bring all properties it may own, located in the
city of Cincinnati, into compliance with the Cincinnati Municipal Code and/or
transfer them to a responsible party approved by the City within 120 (ninety) days of
the execution of this Agreement, absent separate written agreement between the
Parties. Attached to this Agreement as Exhibit "B" is a comprehensive list
identifying all relevant properties and known code violations at properties currently
known to be owned by Harbour.

5. Dismissal of City Claims. The Settlement Amount is being paid as full and
complete satisfaction of any and all amounts that are, or could be, claimed by the City
with respect to any and all violations of the Cincinnati Municipal Code and any costs
incurred by the City, of any kind, up through the date of execution of this Agreement.
The City represents and warrants that it is not presently aware, and has no reason to
know, of any additional fines, assessments, code violations or other circumstances
that might create additional obligations on Harbour, except as indicated in Exhibit
"B". Upon receipt of the Settlement Amount, the City shall take all reasonable steps
required to designate as "closed" on the City's record systems any and all outstanding
claims for money in response to alleged violations of the Cincinnati Municipal Code
that the City has identified with respect to the properties identified in Exhibit "A" of
the Amended Complaint. The City shall take all reasonable steps required to remove
any liens identified in the Amended Complaint or associated with any properties
identified in Exhibit "A" of the Amended Complaint that accrued before the date of
execution of this Agreement. The City further represents that code enforcement cases
associated with properties identified in Exhibit "B" of this Agreement will be closed

{00252211-1} {00252211-1}

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 pursuant to the City's ordinary course of business when either a) the alleged violation
is resolved and/or b) the property transfers to a different "Owner" or "Person in
Control" as those terms are defined in Title XI of the Cincinnati Municipal Code.

No later than seven days after delivery of the Settlement Amount, the City will
file a Notice of Dismissal with Prejudice, in the form attached as Exhibit "C",
dismissing all claims asserted against Harbour in the Action, each Party bearing
its own costs.

6. Liens and Judgments. It is agreed that the intent of this Agreement is to

compromise and resolve all existing claims, demands, liens and judgments that may
have been previously filed or asserted by the City. In the event it is discovered in the
future that an existing claim, lien, demand or judgment may be not have been
terminated or resolved, the City agrees to take appropriate action in order to terminate
or resolve any such matter within 14 (fourteen) days of being provided written notice
thereof, absent separate agreement of the Parties.

7. Release. In consideration of payment of the Settlement Amount, the City does hereby
release and forever discharge Harbour. National Asset Advisors LLC, National Asset
Mortgage LLC. and their related entities, subsidiaries and successors, as well as their
officers, employees and agents, from any and all debts, claims and cause or causes of
action of any kind whatsoever whether known, unknown or unforeseen, asserted or
unasserted, past or present, or any other matters related to the facts alleged in the
Action, or with regard to any claim that could have been raised therein, including all
claims for fines, penalties, interest, damages, costs, or attorney's fees with respect to
the properties identified in Exhibit "A" of the Amended Complaint that were brought
or that could have been brought against Harbour on or before July 20, 2017.
Notwithstanding the foregoing, City shall retain any and all rights of action or claims
as created by this Agreement or which concern Harbour's compliance with city code
following the date of this Agreement,

8. Reservation of Rights. Nothing contained herein shall constitute any admission of

liability with respect to any claimed condition existing at any of the properties
identified in Exhibit "A" of the Amended Complaint, the need or requirement to
remedy or repair any such condition, or the validity of any claim or notice of violation
of the Cincinnati Municipal Code or the Ohio Revised Code. Nothing contained
herein shall constitute an admission, stipulation or concession by the City as to the
legal responsibilities of any titled owner of a property for maintenance and
compliance with the Cincinnati Municipal Code, state, or federal law. Further,
nothing contained herein shall be construed as a waiver of any rights or defenses
available to Harbour or the City in equity or at law.

{00252211-1} {00252211-1}

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 9. Enforcement. This agreement may be enforced by the Hamilton County Court of
Common Pleas in the Action or a separately filed suit. This Agreement shall inure to
the benefit of Harbour Portfolio Advisors, LLC and its related entities, National Asset
Advisors, LLC and National Asset Mortgage, all of whom are intended beneficiaries
hereunder.

10. All Parties Have Reviewed This Agreement. All Parties will be deemed to have
read the Agreement and to have received legal counsel regarding its terms.

11. Interpretation. The Agreement is to be construed according to the laws of the State
of Ohio and of the United States of America. This Agreement will be deemed drafted
by all Parties and will not be interpreted in favor of any Party.

12. Severability. Should any provision of this Agreement be declared or determined to

be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not
be affected thereby and the illegal or invalid part, term, or provision shall be deemed
to not be a part of the Agreement.

13. Governing Law; and Interpretation. This Agreement will be governed by, and will
be construed in accordance with, the laws of the State of Ohio, notwithstanding any
conflict of law provision to the contrary.

14. Headings. The section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this
Agreement.

15. Counterparts, Copies, Electronic Mail, and Facsimile. This Agreement may be
executed in counterparts, each of which shall be deemed an original but all of which
taken together shall constitute one and the same instrument. Moreover, copies,
including those transmitted via electronic mail and/or facsimile shall constitute and be
deemed an original.

16. Entire Agreement. This Agreement sets forth the entire agreement and settlement of
the disputes between the Parties hereto regarding resolution of Counts I through XI as
alleged by the City in Amended Complaint and in the Action, and fully supersedes
any and all prior discussions, agreements, or understandings between or among the
Parties.

{00252211-1} {00252211-1}

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The undersigned represent that they have reviewed and hereby approve of the foregoing
Agreement, and agree to be bound thereby.

City of Cincinnati Harbour Companies (as that term is

defined in the introductory paragraph
to this Agreement.)

By: By:

Title: Pgp. Title:

Date: 3 » l(- Zol% Date:

National Asset Mortgage, LLC

By:

Title: gpQ

Date: if

National Assea Advisors, LLC

/
By;
t

Title:

Date:

Approved as to Form:

Erica Faaborg (J
Assistant City Solicitor

{00252211-1} {00252211-1}

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 SETTLEMENT AGREEMENT AND RELEASE

yThis Settlement Agreement and Release ("Agreement") is made and entered into this
(fay I day of /VltfC fa , 2018, by and between the City of Cincinnati
("City"), Harbour Portfolio Advisors, LLC, Harbour Portfolio International Fund, Inc., Harbour
Portfolio VI, LP, Harbour Portfolio VII, LP, Harbour Portfolio VIII, LP, Harbour High Yield
Fund, LLC, National Asset Advisors, LLC, and National Asset Mortgage, LLC (collectively
"Harbour" or "Harbour Companies"). The City and Harbour may be collectively referred to as
the "Parties" or individually as a "Party."

WHEREAS, on April 11, 2017, the City filed a Complaint in the Court of Common
Pleas, Hamilton County, Ohio, in an action captioned City of Cincinnati v. Harbour Portfolio
Advisors, LLC, et al. , Case No. A 1702044 (the "Action");

WHEREAS, on July 20, 2017, the City filed an Amended Complaint ("Amended
Complaint") raising claims against Harbour and seeking injunctive and declaratory relief, and
monetary payment for outstanding liabilities allegedly owed by Harbour;

WHEREAS, pursuant to mediation held at the Hamilton County Court of Common Pleas
on November 21, 2017, the Parties reached an agreement in principle and now desire to settle,
compromise, and resolve certain rights, claims, and demands asserted in Counts I through XI of
the Action and to come to a final resolution of all allegations and claims that were asserted, or
which could have been asserted, in the Action;

WHEREAS, it is understood that the consideration for this release is being provided
solely in order to compromise and avoid the uncertainty, burden and expense associated with
litigation, and does not constitute an admission of any liability on the part of Harbour or the City;
and

NOW, THEREFORE, for and in consideration of the promises and mutual covenants and
agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the City and Harbour hereby agree as follows:

1. Settlement Payment. In exchange for the full release of liability, and other
consideration provided by the Agreement, including settlement of any of Harbour's
outstanding fines, penalties, fees, assessments, liens and/or other costs for any
violation of the Cincinnati Municipal Code, as it relates to the properties identified in
Exhibit A of the City's Amended Complaint and which are the subject of the claims
in the Action, Harbour shall pay the City a total of $125,000.00 (One Hundred
Twenty-Five Thousand Dollars and zero cents) (the "Settlement Amount") within
thirty (30) days of the execution of this Agreement. The Settlement Amount shall be
paid by check made payable to the City of Cincinnati and shall be delivered to:

Erica Faaborg
Chief Counsel, Quality of Life Division
Law Department, City of Cincinnati
801 Plum Street, Suite 214
Cincinnati, Ohio 45202-1985

{00252211-1}
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 2. Recordation of Property Conveyances. To the extent that it has not already done
so, Harbour agrees to record all deeds, transfers, or conveyances ("Conveyance
Documents") of property located within the city of Cincinnati from or to Harbour
and/or any of its affiliated entities with the Hamilton County Recorder's Office within
fourteen (14) days of any such conveyance, regardless of whether Harbour is the
conveyor or conveyee of any property subject to transfer in the future. In the event
Harbour fails to record a Conveyance Document within the prescribed time period,
absent separate agreement with the City, Harbour shall be deemed liable for all City-
imposed liabilities associated with the transferred property, including, but not limited
to, code, zoning, and use permits and related issues, Vacated Building Maintenance
License fees and associated late fees, citations, costs associated with lot abatement,
barricading, or demolishing a property, and City water service/costs, but only to the
extent those fees, citations and other costs are attributed to the period of time that any
such property has either been owned by Harbour or has been noted as being owned by
Harbour pursuant to the official records of the Hamilton County Recorder's office.

3. Land Sale Contracts.

a. Harbour agrees that it shall not enter into any future land sale contracts,
contracts for deed, land contracts, land installment contracts, or other such
similar agreements ("Land Sale Contracts") with any individuals for
properties located in the city of Cincinnati unless the subject property has
been deemed habitable and fit for occupancy by the City.

b. Harbour agrees that it shall record all future Land Sale Contracts with the
Hamilton County Recorder's Office within fourteen (14) days of the executed
transaction(s). In the event Harbour fails to record a Land Sale Contract
within the prescribed time period, absent separate agreement with the City,
Harbour shall be deemed liable for all City-imposed liabilities associated with
the transferred property, including, but not limited to, code, zoning, and use
permits and related issues, Vacated Building Maintenance License fees and
associated late fees, citations, costs associated with lot abatement, barricading,
or demolishing a property, and City water service/costs, but only to the extent
those fees, citations and other costs are attributed to the period of time that
any such property has either been owned by Harbour or has been noted as
being owned by Harbour pursuant to the official records of the Hamilton
County Recorder's office.

c. With respect to any future Land Sale Contract Harbour may enter into for real
property located in the city of Cincinnati, Harbour agrees that it shall do the
following:

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 i. Issue the subject vendee a letter, based on the template attached to this
Agreement as Exhibit "A", which describes the various methods by
which individuals may use City resources to research code conditions
and violations at properties located in the city of Cincinnati;

ii. Disclose to the vendee all known defects at the subject property, as
required by Ohio law;

iii. Disclose to the vendee all known citations, notices of violation, or

other communications issued by the City regarding the subject
property;

iv. Disclose to the vendee any known liens, unpaid taxes, and/or other
public assessments; and

v. Allow potential buyers and vendees the opportunity to inspect the

subject property and/or obtain an independent home inspection
evaluation and/or appraisal prior to entering into any Land Sale
Contract for the subject property.

4. Code Compliance. Harbour agrees to bring all properties it may own, located in the
city of Cincinnati, into compliance with the Cincinnati Municipal Code and/or
transfer them to a responsible party approved by the City within 120 (ninety) days of
the execution of this Agreement, absent separate written agreement between the
Parties. Attached to this Agreement as Exhibit "B" is a comprehensive list
identifying all relevant properties and known code violations at properties currently
known to be owned by Harbour.

5. Dismissal of City Claims. The Settlement Amount is being paid as full and
complete satisfaction of any and all amounts that are, or could be, claimed by the City
with respect to any and all violations of the Cincinnati Municipal Code and any costs
incurred by the City, of any kind, up through the date of execution of this Agreement.
The City represents and warrants that it is not presently aware, and has no reason to
know, of any additional fines, assessments, code violations or other circumstances
that might create additional obligations on Harbour, except as indicated in Exhibit
"B". Upon receipt of the Settlement Amount, the City shall take all reasonable steps
required to designate as "closed" on the City's record systems any and all outstanding
claims for money in response to alleged violations of the Cincinnati Municipal Code
that the City has identified with respect to the properties identified in Exhibit "A" of
the Amended Complaint. The City shall take all reasonable steps required to remove
any liens identified in the Amended Complaint or associated with any properties
identified in Exhibit "A" of the Amended Complaint that accrued before the date of
execution of this Agreement. The City further represents that code enforcement cases
associated with properties identified in Exhibit "B" of this Agreement will be closed

{00252211-1} {00252211-1}

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 pursuant to the City's ordinary course of business when either a) the alleged violation
is resolved and/or b) the property transfers to a different "Owner" or "Person in
Control" as those terms are defined in Title XI of the Cincinnati Municipal Code.

No later than seven days after delivery of the Settlement Amount, the City will
file a Notice of Dismissal with Prejudice, in the form attached as Exhibit "C",
dismissing all claims asserted against Harbour in the Action, each Party bearing
its own costs.

6. Liens and Judgments. It is agreed that the intent of this Agreement is to

compromise and resolve all existing claims, demands, liens and judgments that may
have been previously filed or asserted by the City. In the event it is discovered in the
future that an existing claim, lien, demand or judgment may be not have been
terminated or resolved, the City agrees to take appropriate action in order to terminate
or resolve any such matter within 1 4 (fourteen) days of being provided written notice
thereof, absent separate agreement of the Parties.

7. Release. In consideration of payment of the Settlement Amount, the City does hereby
release and forever discharge Harbour, National Asset Advisors LLC, National Asset
Mortgage LLC, and their related entities, subsidiaries and successors, as well as their
officers, employees and agents, from any and all debts, claims and cause or causes of
action of any kind whatsoever whether known, unknown or unforeseen, asserted or
unasserted, past or present, or any other matters related to the facts alleged in the
Action, or with regard to any claim that could have been raised therein, including all
claims for fines, penalties, interest, damages, costs, or attorney's fees with respect to
the properties identified in Exhibit "A" of the Amended Complaint that were brought
or that could have been brought against Harbour on or before July 20, 2017.
Notwithstanding the foregoing, City shall retain any and all rights of action or claims
as created by this Agreement or which concern Harbour's compliance with city code
following the date of this Agreement,

8. Reservation of Rights. Nothing contained herein shall constitute any admission of

liability with respect to any claimed condition existing at any of the properties
identified in Exhibit "A" of the Amended Complaint, the need or requirement to
remedy or repair any such condition, or the validity of any claim or notice of violation
of the Cincinnati Municipal Code or the Ohio Revised Code. Nothing contained
herein shall constitute an admission, stipulation or concession by the City as to the
legal responsibilities of any titled owner of a property for maintenance and
compliance with the Cincinnati Municipal Code, state, or federal law. Further,
nothing contained herein shall be construed as a waiver of any rights or defenses
available to Harbour or the City in equity or at law.

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 9. Enforcement. This agreement may be enforced by the Hamilton County Court of
Common Pleas in the Action or a separately filed suit. This Agreement shall inure to
the benefit of Harbour Portfolio Advisors, LLC and its related entities, National Asset
Advisors, LLC and National Asset Mortgage, all of whom are intended beneficiaries
hereunder.

10. All Parties Have Reviewed This Agreement. All Parties will be deemed to have
read the Agreement and to have received legal counsel regarding its terms.

11. Interpretation. The Agreement is to be construed according to the laws of the State
of Ohio and of the United States of America. This Agreement will be deemed drafted
by all Parties and will not be interpreted in favor of any Party.

12. Severability. Should any provision of this Agreement be declared or determined to

be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not
be affected thereby and the illegal or invalid part, term, or provision shall be deemed
to not be a part of the Agreement.

13. Governing Law and Interpretation. This Agreement will be governed by, and will
be construed in accordance with, the laws of the State of Ohio, notwithstanding any
conflict of law provision to the contrary.

14. Headings. The section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this
Agreement.

15. Counterparts, Copies, Electronic Mail, and Facsimile. This Agreement may be
executed in counterparts, each of which shall be deemed an original but all of which
taken together shall constitute one and the same instrument. Moreover, copies,
including those transmitted via electronic mail and/or facsimile shall constitute and be
deemed an original.

16. Entire Agreement. This Agreement sets forth the entire agreement and settlement of
the disputes between the Parties hereto regarding resolution of Counts I through XI as
alleged by the City in Amended Complaint and in the Action, and fully supersedes
any and all prior discussions, agreements, or understandings between or among the
Parties.

{00252211-1} {00252211-1}

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The undersigned represent that they have reviewed and hereby approve of the foregoing
Agreement, and agree to be bound thereby.

City of Cincinnati Harbour Companies (as that temws

defined in the introdhctojy^paragraph
to this AgreemepcC//

By: ¦V>. By:

Title: Dtp. /. ct IttC Title:

Date: ? ~ Date:

National Asset Mortgage, LLC

By:

Title:

Date:

National Asset Advisors, LLC

By:

Title:

Date:

Approved as to Form:

Erica Faaborg '

Assistant City Solicito:

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Exhibit A
 city of

CINCINNATI C
L_AVV

March 2, 2018

To Whom It May

Concern:

You are considering

entering into a Land
Sale Contract, a type of
land transfer agreement
that is governed by
Ohio Revised Code
Chapter 5313.

As such, you should be

aware of any open
orders that the City of
Cincinnati has on the
property. For a list of
orders and the name the
 Property Maintenance
Code Enforcement
Inspector for the
property, please visit
www.cincycodeenforce
ment.com. Type the
address into the search
bar at the top of the
website and then review
all code enforcement
activity at the property.
You can also call the
Department of
Buildings and
Inspections for an
explanation of open
orders on the property
at (513) 352-3275.
Please ask to speak to
your Property
 Maintenance Code
Enforcement Inspector.

Sincerely,

Edward Cunningham
Division Manager
Property Maintenance
Code Enforcement
Department of
Buildings and
Inspections
 Exhibit B

{00249164-1}
 Known Open Code Violations at Harbour Entity-Owned Properties in the City of Cincinnati
Property
1739 Garden Lane
1 820 Colmar Lane
922 Rosemont Avenue
1 866 Fairmount Avenue
2564 Linden Street
4131 Chambers Street
1915 West Fork Road
129 Glenridge Place
{00249164-1}
Code Order Description
Jtv
None N/A
None N/A
CC20171393 Repair gutters and downspouts
(front porch); Repair siding
(front bump out window);
Overhaul front porch
None N/A
B20 1706631 Remove hazardous tree
None N/A
B201205709 Condemnation - downspouts
and utters are deteriorated,
falling or missing and in need
of repair or replacement. The
cornice is deteriorated in need
of repair or replacement.
Sections of siding are missing
or damaged thus exposing the
underlying sheathing and
unprotected surfaces. The
building is in need of painting
and protection against the
weather. The windows are
broken, boarded up and/or
missing and open to the
elements. There is trash,
weeds, rubbish and debris
throughout the yard. The
mechanical systems HVAC,
plumbing, and electric are
broken, missing, and/or
vandalized and are not likely
to operate safely. There is no
electric, gas or water service.
None N/A
Exhibit C
 IN THE COURT OF COMMON PLEAS
HAMILTON COUNTY, OHIO

CITY OF CINCINNATI,
Case No. A1 702044 JUDGE
Plaintiff,
RUEHLMAN

-vs-
Stipulated Agreed Entry of Dismissal
HARBOUR PORTFOLIO ADVISORS,
LLC, ET AL.

Defendants.

Plaintiff City of Cincinnati ("City"), Defendants Harbour Portfolio Advisors, LLC,

Harbour Portfolio International Fund, Inc., Harbour Portfolio VI, LP, Harbour Portfolio VII,

LP, Harbour Portfolio VIII, LP, Harbour High Yield Fund, LLC, National Asset Advisors,

LLC, and National Asset Mortgage, LLC ("Harbour Entities"), by and through their

undersigned counsel, pursuant to Civil Rule 41, hereby stipulate and agree, and for good cause

shown request that the Court enter as its own ORDER as follows:

I. Pursuant to the attached Settlement Agreement and Release ("Settlement

Agreement"), the City and the Harbour Entities have resolved their dispute on the terms set

forth therein. The terms of the Settlement Agreement are hereby incorporated by reference into

this Stipulation and Agreed Entry of Dismissal ("Entry").

2. All claims raised by the City against the Harbour Entities in this action are dismissed

with prejudice to refiling.

3. The City and the Harbour Entities shall each bear its own costs and attorneys' fees.

Neither the City nor the Harbour Entities shall file a bill of costs.

4. The Court retains jurisdiction to enforce the terms of this Entry, including the

incorporated terms of the Settlement Agreement. The City and the Harbour Entities

acknowledge and agree that the Court may enforce the incorporated terms of the Settlement
Agreement through contempt and by order on motion, without the need for the filing of any

new action to enforce.

STIPULATED AND AGREED:

/s/ Erica Faabors /s/ David K. Stein

Erica Faaborg (0081 140) David K. Stein (0042290)
Assistant City Solicitor Bricker & Eckler
City of Cincinnati 100 S. Third Street
801 Plum Street Columbus, Ohio 43215
Cincinnati, OH 45202 dstein@bricker.com
Attorneyfor Plaintiff City of Cincinnati Counsel for Defendants Harbour Entities

SO ORDERED.

Judge Ruehlman

Date: