On June 18, 2024, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with the Advisor. Under the terms of the Investment Advisory Agreement, the Advisor provides investment advisory services to the Company. The Advisor’s services under the Investment Advisory Agreement are not exclusive, and the Advisor is free to furnish similar or other services to others so long as its services to the Company are not impaired. Pursuant to the Investment Advisory Agreement, the Company will pay the Advisor a fee for its investment advisory and management services consisting of two components—a base management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”). Unless waived by the Advisor, the cost of both the Management Fee and the Incentive Fee will be borne by the Company’s stockholders.

Unless earlier terminated, the Investment Advisory Agreement will remain in effect for an initial term of two years, and will remain in effect from year to year thereafter if approved annually by the Board of Directors or by the holders of a Majority of the Outstanding Voting Securities (as defined below) and, in each case, a majority of the Independent Directors.

The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act). In accordance with the 1940 Act, without payment of penalty, the Company may terminate the Investment Advisory Agreement with the Advisor upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board of Directors or the Stockholders holding a Majority of the Outstanding Voting Securities. “Majority of the Outstanding Voting Securities” means the lesser of (1) 67% or more of the voting securities of the Company present or represented at a meeting, if the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy or (2) a majority of the outstanding voting securities of the Company. In addition, without payment of penalty, the Advisor may generally terminate the Investment Advisory Agreement upon 60 days’ written notice.

The Management Fee is payable quarterly in arrears. The Management Fee is payable at an annual rate of 0.60% of the average value of the Company’s gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) at the end of each of the Company’s two most recently completed calendar quarters. The Management Fee will increase to 1.00% in the event the Company’s Common Stock is listed on a national securities exchange (an “Exchange Listing”).

The Management Fee for any partial quarter is appropriately prorated (based on the actual number of days elapsed relative to the total number of days in such calendar quarter). For purposes of the Investment Advisory Agreement, “gross assets” means the Company’s total assets determined on a consolidated basis in accordance with U.S. GAAP, excluding cash and cash equivalents, but including assets purchased with borrowed amounts.

For the three months ended March 31, 2026, and March 31, 2025, Management Fees were $846 and $42, respectively.

As of March 31, 2026 and December 31, 2025, Management Fees payable were $846 and $589, respectively.

The Incentive Fee consists of two parts: (i) an Investment Income Incentive Fee and (ii) a Capital Gains Incentive Fee. The Investment Income Incentive Fee is calculated and payable on a quarterly basis, in arrears, and equals 10.0% (17.5% in the event of an Exchange Listing) of Pre-Incentive Fee Net Investment Income (defined below) for the immediately preceding calendar quarter, subject to a quarterly preferred return of 1.50% (i.e., 6.0% annualized), or “Hurdle,” measured on a quarterly basis and subject to a 100% “catch-up” feature.

“Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any accrued income that the Company has not yet received in cash, interest in the form of securities received rather than cash, including original issuance discount (“OID”), PIK and zero coupon investments, and any other fees such as commitment, origination, structuring, diligence, consulting, or other fees that the Company receives from portfolio companies) accrued during the calendar quarter minus the Company’s operating expenses accrued during the calendar quarter (including the Management Fee, administrative expenses and any interest expense and dividends paid on issued and outstanding preferred stock, but excluding the Incentive Fee). 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).

Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter, expressed as a rate of return on the value of the Company’s net assets at the beginning of the immediately preceding calendar quarter, is compared to a “Hurdle Amount” equal to the product of (i) the Hurdle rate of 1.50% per quarter (6.0% annualized) and (ii) the Company’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of the immediately preceding calendar quarter.

The Company pays the Advisor an Investment Income Incentive Fee in each calendar quarter as follows:

The “Capital Gains Incentive Fee” is an annual fee that will be determined and payable, in arrears, as of the end of each calendar year (or upon termination of the Investment Advisory Agreement) in an amount equal to 10.0% (17.5% in the event of an Exchange Listing) of realized capital gains, if any, determined on a cumulative basis from the commencement of the Company’s investment operations (based on the fair market value of each investment as of such date) through the end of such calendar year (or upon termination of the Investment Advisory Agreement), computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from the commencement of the Company’s investment operations (based on the fair market value of each investment as of such date) through the end of such calendar year (or upon termination of the Investment Advisory Agreement), less the aggregate amount of any previously paid Capital Gains Incentive Fees.

The Company accrues, but does not pay, a Capital Gains Incentive Fee with respect to unrealized appreciation because a Capital Gains Incentive Fee would be owed to the Advisor if the Company were to sell the relevant investment and realize a capital gain.

The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated.

For the three months ended March 31, 2026, the Company accrued Investment Income Incentive Fees of $602. As of March 31, 2026, $602 was payable to the Advisor for Investment Income Incentive Fees. For the three months ended March 31, 2025, the Company did not accrue or incur any Investment Income Incentive Fees.

For the three months ended March 31, 2026, the Company accrued Capital Gains Incentive Fees of $(126), representing a reversal of previously accrued amounts due to increased unrealized losses during the period in excess of realized and unrealized gains. For the three months ended March 31, 2025, the Company did not accrue any Capital Gains Incentive Fee since there were no net realized or unrealized gains as of such date.

On June 18, 2024, the Company entered into an administration agreement (the “Administration Agreement”) with an affiliate of the Advisor, 5C Investment Partners Administrator LLC (the “Administrator”). Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, certain administrative and compliance services to the Company. These services include, but are not limited to, providing office facilities and equipment, maintaining financial and other records, preparing reports to stockholders and reports filed with the SEC, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. These services are reimbursable to the Administrator under the terms of the Administration Agreement. In addition, with consent of the Company’s Board of Directors, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties, and the Company pays or reimburses the Administrator for certain expenses incurred by any such affiliates or third parties for work done on its behalf.

Unless earlier terminated, the Administration Agreement will remain in effect for a period of two years from the date it first became effective, and will remain in effect from year-to-year thereafter if approved annually by (i) a majority of the Board of Directors or holders of a majority of the Company’s outstanding Common Stock and (ii) a majority of those Directors who are not “interested persons” (as defined in the 1940 Act) of any party to the Administration Agreement. The Company or the Administrator may terminate the Administration Agreement, without payment of any penalty, upon sixty (60) days’ written notice.

For the three months ended March 31, 2026 and March 31, 2025, the Company incurred administrative service expenses of $606 and $846, respectively, under the Administration Agreement. For the three months ended March 31, 2026 and March 31, 2025, $0 and $762, respectively, of these expenses have been waived by the Advisor, and will not be subject to reimbursement by the Company. For the three months ended March 31, 2026 and March 31, 2025, $0 and $84, respectively, of these expenses are subject to conditional reimbursement by the Company, pursuant to the Expense Support Agreement.

On July 30, 2024, the Administrator, on behalf of the Company, entered into a sub-administration agreement (the “Sub-Administration Agreement”) with U.S. Bancorp Fund Services, LLC (the “Sub-Administrator”) pursuant to which the Sub-Administrator provides various administrative and accounting services to the Company. The initial term of the Sub-Administration Agreement is three years from the effective date of the Sub-Administration Agreement. The Company or the Sub-Administrator may terminate the Sub-Administration Agreement, without payment of any penalty, upon ninety (90) days’ written notice.

On June 18, 2024, the Company entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Advisor, pursuant to which the Advisor may elect to pay certain of the Company’s expenses, including those expenses incurred prior to the first drawdown date which occurred on September 26, 2024, on the Company’s behalf (“Expense Payments”), provided that no portion of such Expense Payments will be used to pay any interest expense or distribution and/or stockholder servicing fees. Any Expense Payment that the Advisor commits to pay must be paid by the Advisor to or on behalf of the Company in any combination of cash or other immediately available funds no later than ninety days after such commitment is made in writing, and/or offset against amounts due from the Company to the Advisor or its affiliates.

Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s stockholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess referred to as “Excess Operating Funds”), the Company will pay such Excess Operating Funds, or a portion thereof, to the Advisor until such time as all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. As a result, no amounts subject to the Expense Support Agreement will be reimbursed after three years from the date of the respective Expense Payment. Any payments required to be made by the Company under the Expense Support Agreement are referred to as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The amount of the Reimbursement Payment for any calendar quarter will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the Advisor; provided that the Advisor may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.

The Company’s obligation to make a Reimbursement Payment will automatically become a liability on the last business day of the applicable calendar quarter, except to the extent the Advisor has waived its right to receive such payment for the applicable quarter. The Reimbursement Payment for any calendar quarter will be paid by the Company to the Advisor in any combination of cash or other immediately available funds as promptly as possible following such calendar quarter and in no event later than ninety (90) days after the end of such calendar quarter.

No Reimbursement Payment for any applicable calendar quarter shall be made if: (1) the Effective Rate of Distributions Per Share declared by the Company at the time of such proposed Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Company’s Operating Expense Ratio at the time of such proposed Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365-day year) of regular cash distributions per share exclusive of returns of capital and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies, less organizational and offering expenses, Management Fees and Incentive Fees owed to the Advisor, and interest expense, by the Company’s net assets.

Either the Company or the Advisor may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by the Company to the Advisor will remain the Company’s obligation following any such termination, subject to the terms of the Expense Support Agreement.

The following table shows the summary of expense payments and related reimbursement payments since the Company’s commencement of operations:


	Expense Payments Made by Advisor		Cumulative Reimbursement Payments to Advisor		Unreimbursed Expense Payments		Reimbursement Eligibility Expiration	Effective Rate of Distribution per share of Common Stock(2)		Operating Expense Ratio(3)
For the Quarter Ended
September 30, 2024(1)	$	2,831	$	2,831	$	—	September 30, 2027		—		37.07	%
December 31, 2024		1,143		1,143		—	December 31, 2027		—		7.30	%
March 31, 2025		1,313		1,313		—	March 31, 2028		—		2.34	%
June 30, 2025		1,935		1,267		668	June 30, 2028		—		1.25	%
September 30, 2025		403		—		403	September 30, 2028		—		0.69	%
December 31, 2025		106		—		106	December 31, 2028	2.30%			0.61	%
Total	$	7,731	$	6,554	$	1,177

(1)

Included in this amount is $1,562 of Expense Payments made by the Advisor relating to expenses incurred by the Company for the period from October 16, 2023 (inception) through the quarter ended June 30, 2024.

(2)

The effective rate of distribution per share is expressed as a percentage equal to the annualized regular cash distributions per share as of the end of the applicable quarter, exclusive of returns of capital and declared special dividends or special distributions, if any, divided by the NAV per share of Common Stock as of the previous calendar quarter end.

(3)

The operating expense ratio is calculated by dividing the quarterly operating expenses, less organizational and offering expenses, base management fees and incentive fees owed to the Advisor, and interest expense, by the Company’s net assets as of each quarter end.

As of March 31, 2026, the Advisor has provided written commitments for Expense Payments in the amount of $7,731 related to expenses incurred by the Company since inception. At the time expenses paid by the Advisor on behalf of the Company meet the conditions for reimbursement under the Expense Support Agreement, the Company will recognize the liability as due to affiliate. For the three months ended March 31, 2026 and March 31, 2025, the Company recognized $2,772 and $464, respectively, of Reimbursement Payment obligations related to Expense Payments made by the Advisor in previous quarters. Pursuant to the Expense Support Agreement, Reimbursement Payments shall be deemed to relate to the earliest unreimbursed Expense Payments made by the Advisor. As of March 31, 2026 and December 31, 2025, there was $2,772 and $560, respectively, included within due to affiliates for reimbursement of expense support.

On May 5, 2026, the Company entered into the Expense Limitation Agreement (as defined below), replacing the Expense Support Agreement. Refer to Note 11 for more information about the Expense Limitation Agreement.

The Company was granted an exemptive order from the SEC which permits the Company, subject to the satisfaction of specific conditions and requirements, to co-invest in privately negotiated investment transactions with certain affiliates of the Advisor.

On June 18, 2024, the Company entered into a License Agreement (the “License Agreement”) with 5C Investment Partners LP, pursuant to which the Company has been granted a non-exclusive, royalty-free license to use the name “5C”. Under the License Agreement, the Company has a right to use the 5C name for so long as the Advisor or one of its affiliates provides investment advisory services to the Company pursuant to the Investment Advisory Agreement.

As of March 31, 2026 and December 31, 2025, 5C Investment Partners LP, an affiliate of the Advisor, had paid or agreed to pay $653 and $386, respectively, of offering costs, and $117 and $135, respectively, of financing costs on behalf of the Company, which represents a liability of the Company.