The Fund is party to a fourth amended and restated advisory agreement, entered into on April 30, 2025 (the "Advisory Agreement") pursuant to which the Fund agrees to pay the Adviser a fee for its investment advisory and management services

consisting of a management fee (the "Management Fee") and incentive compensation (the "Incentive Compensation"), which are ultimately borne by the Shareholders.

Management Fee

The Management Fee is calculated at an annual rate of 1.25% (0.3125% per quarter) of the Fund's net assets on the last day of each calendar quarter, payable quarterly in arrears. The Adviser has agreed to waive 0.25% of the management fee from May 1, 2025 to May 1, 2027.

For the period from October 31, 2021 to April 30, 2025, the Management Fee was calculated at an annual rate of 0.75% (0.1875% per quarter) of the Shareholders’ aggregate net capital contributions on the last day of each calendar quarter.

At June 30, 2025 and December 31, 2024, management fees payable were $1.2 million and $1.0 million, respectively. For the three months ended June 30, 2025 and June 30, 2024, the Management Fees incurred were $1.5 million and $1.0 million, respectively. For the six months ended June 30, 2025 and 2024, the Management Fees incurred were $2.5 million and $2.1 million, respectively. For the three months ended June 30, 2025 and June 30, 2024, the Management Fees waived were $0.2 million and $0.0 million, respectively. For the six months ended June 30, 2025 and 2024, the Management Fees waived were $0.2 million and $0.0 million, respectively.

Incentive Fee

The Incentive Fee consists of two components that are determined independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on income (“Income Incentive Fee”), and a portion is based on capital gains (“Incentive Fee on Capital Gains”).

Income Incentive Fee

(i) Income Incentive Fee - Effective May 1, 2025

The Income Incentive Fee is calculated and payable to the Adviser quarterly in arrears based on the Pre-Incentive Fee Net Investment Income generated by the Fund. For this purpose, “Pre-Incentive Fee Net Investment Income” means dividends (including reinvested dividends), interest and fee income accrued by the Fund during the calendar quarter, minus the Fund’s accrued operating expenses for the quarter (including the Management Fee, expenses payable under any Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred shares, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund may not have received in cash. Pre-Incentive Fee Net Investment Income also includes net interest income, if any, from derivative financial instruments or swaps on a look-through basis as if the Fund owned the reference assets directly (where such net interest income is defined as the difference between (A) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (B) the interest expense or financing charges and other expenses paid by the Fund to the derivative or swap counterparty). Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses and unrealized capital appreciation or depreciation.

The Income Incentive Fee, if any, is calculated and paid quarterly in arrears based on a percentage of the amount by which Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (the “Trailing Twelve Quarters”) exceeds the Hurdle Rate Amount (as defined below) in respect of the Trailing Twelve Quarters. The “Hurdle Rate Amount” is determined on a quarterly basis, and is calculated by multiplying 1.50% (6.00% annualized) by the value of the Fund’s net assets (total assets less indebtedness) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The amount of Income Incentive Fee paid to the Adviser for a particular calendar quarter will equal the excess, if any, of the Income Incentive Fee so calculated less the aggregate Income Incentive Fee that was paid to the Adviser in the preceding eleven calendar quarters comprising the relevant Trailing Twelve Quarters. Income Incentive Fee for each calendar quarter is calculated as follows:

These calculations shall be appropriately adjusted for any share issuances or repurchases during the quarter (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) and shall be appropriately prorated for any period of less than three months.

(ii) Income Incentive Compensation - October 31, 2021 to April 30, 2025

For the period from October 31, 2021 to April 30, 2025, the income Incentive Compensation was calculated and payable to the Adviser quarterly in arrears based on the amount by which Pre-Incentive Compensation Net Investment Income (as defined below) in respect of the current calendar quarter and the eleven preceding calendar quarters (the "Trailing Twelve Quarters") exceeds the Hurdle Rate Amount (as defined below). The amount of Income Incentive Compensation paid to the Adviser for a particular calendar quarter equals the excess, if any, of the Income Incentive Compensation so calculated less the aggregate Income Incentive Compensation that was paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. Income Incentive Compensation is calculated and paid as follows:

The “Hurdle Rate Amount” is calculated on a quarterly basis by multiplying 1.75% (7.00% annualized) and the Fund’s net asset value (total assets less indebtedness) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The “Catch-up Amount” is calculated on a quarterly basis by multiplying 2.0588% (8.2353% annualized) and the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The above calculations are appropriately adjusted for distributions during the quarter. “Pre-Incentive Compensation Net Investment Income" means, with respect to any period, (a) interest income, dividend income and any other income accrued or earned by the Fund during such period minus (b) operating expenses for that period (including Management Fee, expenses payable under any advisory agreement or sub-administrative agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding Incentive Compensation); provided that Pre-Incentive Compensation Net Investment Income also includes in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero-coupon securities) accrued income that the Fund has not yet received in cash and net interest income, if any, from derivative financial instruments or swaps on a look-through basis as if the Fund owned the reference assets directly (where such net interest income is defined as the difference between (A) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (B) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty); provided further that Pre-Incentive Compensation Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

At June 30, 2025 and December 31, 2024, Income Incentive Fee payable was $2.1 million and $2.9 million, respectively. For the three months ended June 30, 2025 and June 30, 2024, the Income Incentive Fee was $2.1 million and $2.9 million, respectively. For the six months ended June 30, 2025 and June 30, 2024, the Income Incentive Fee was $4.7 million and $5.7 million, respectively.

Incentive Fee on Capital Gains

(i) Incentive Fee on Capital Gains - Effective May 1, 2025

The Incentive Fee on Capital Gains is determined in arrears at the end of each Fiscal Year and is equal to 12.5% of the Fund’s cumulative capital gains (without giving consideration to any unrealized gains) subsequent to the Liquidity Event through the end of such Fiscal Year, less amounts previously paid subsequent to the Liquidity Event.

(ii) Capital Gains Incentive Compensation - October 31, 2021 to April 30, 2025

For the period from October 31, 2021 to April 30, 2025, Capital Gains Incentive Compensation was determined in arrears at the end of each Fiscal Year and was equal to 15% of the Fund’s cumulative capital gains (without giving consideration to any unrealized gains) since inception through the Liquidity Event, less the amount of any Capital Gains Incentive Compensation previously paid.

Under U.S. GAAP, the Fund is required to accrue any Incentive Fee on Capital Gains that includes net realized capital gains and losses and net unrealized capital appreciation and depreciation on investments held at the end of each reporting period. In calculating the accrual for the Incentive Fee on Capital Gains, the Fund considers the cumulative aggregate unrealized capital appreciation in the calculation, because the Incentive Fee on Capital Gains would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Advisory Agreement. There can be no assurance that such unrealized capital appreciation will be realized in the future and therefore the corresponding accrued Incentive Fee on Capital Gains for U.S. GAAP purposes may be reversed accordingly.

For the three and six months ended June 30, 2025 and June 30, 2024, there was no Incentive Fee on Capital Gains.

Incentive Compensation Clawback

In accordance with U.S. GAAP, the Fund accrues an incentive fee based upon the cumulative net realized capital gains and losses and the cumulative net unrealized capital appreciation and depreciation on investments held at the end of each period. Actual amounts paid to the Adviser are consistent with the Advisory Agreement and are based only on realized capital gains computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from inception through the end of each calendar year as if the entire portfolio was sold at fair value. Prior to the Liquidity Event, if the Fund was to wind down its affairs and complete final distributions to Shareholders, the Adviser was obligated to pay the Fund an amount equal to (i) the cumulative Incentive Compensation received by the Adviser minus (ii) the product of 15% (adjusted for any waiver or reduction of Incentive Compensation paid) and the sum of the aggregate amount of cumulative net capital gains or losses and Pre-Incentive Compensation Net Investment Income generated since inception through the date of determination (the "Clawback Amount"). In connection with, the Liquidity Event, the Adviser paid $8.5 million to the Fund to satisfy the Clawback Amount accrued as of the Liquidity Event, and will no longer be obligated to pay a Clawback Amount for any period after the Liquidity Event.

On a hypothetical liquidation basis, assuming all unrealized gains and losses were realized as of the reporting date, the cumulative Clawback Amount was approximately $7.0 million, at December 31, 2024, and was included in incentive compensation clawback in the consolidated statements of assets and liabilities. For the three months ended June 30, 2025 and 2024, the change in Clawback Amount was $0.7 million and $0.8 million, respectively. For the six months ended June 30, 2025 and June 30, 2024, the change in Clawback Amount was $1.5 million and $0.7 million, respectively.

Other Related Party Transactions

Pursuant to the Advisory Agreement, the Adviser is responsible for providing various accounting and administrative services to the Fund and the Fund will reimburse the Adviser for all costs and expenses incurred in performing its administrative obligations, including the allocable portion of overhead (such as rent, office equipment and utilities) and the allocable portion of the compensation paid to the Fund's General Counsel, Chief Compliance Officer and Chief Financial Officer and their respective staffs. For the three months ended June 30, 2025 and June 30, 2024, the Fund incurred approximately $0.4 million and $0.5 million, respectively, in related party administration fees. For the six months ended June 30, 2025 and 2024, the Fund incurred approximately $0.7 million and $0.9 million, respectively. As of June 30, 2025 and December 31, 2024, the related party administration fee payables were $0.4 million and $1.0 million, respectively, and were included in accrued expenses in the consolidated statements of assets and liabilities.

The Adviser, or its affiliates, is authorized to pay expenses in the name of and on behalf of the Fund. To the extent that expenses borne by or reimbursements due to the Fund are paid by the Adviser, or an affiliate, the Fund will reimburse or seek reimbursement from such party. As of June 30, 2025 the Fund owed less than $0.1 million from an affiliate. As of December 31, 2024, the Fund was owed less than $0.1 million to an affiliate.