3. AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Management Agreement

Under the Investment Management Agreement, the Investment Adviser, subject to the overall supervision of the Company’s board of trustees, manages the day-to-day operations of and provides investment advisory services to the Company. For providing these services, the Investment Adviser receives a fee from the Company, consisting of two components – a base management fee and an incentive fee.

3. AGREEMENTS AND RELATED PARTY TRANSACTIONS (continued)

Base Management Fee

The base management fee (“Base Management Fee”) will be calculated at an annual rate of 1.25% of the Company’s average adjusted net assets and is payable quarterly in arrears. For purposes of the Investment Management Agreement, “adjusted net assets” means the Company’s total assets less liabilities determined on a consolidated basis in accordance with GAAP. The Base Management Fee will be calculated based on the average adjusted value of the Company’s net assets at the end of the two most recently completed calendar quarters and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. For the three months ended March 31, 2026, the Company recorded $330,730 of net Base Management Fee expense, which is comprised of gross Base Management Fee of $330,730, net of zero management fees waived by the Investment Adviser. For the six months ended March 31, 2026, the Company recorded $489,727 of net Base Management Fee expense, which is comprised of gross Base Management Fee of $524,416, net of $34,689 management fees waived by the Investment Adviser.

Incentive Fee

The incentive fee has two parts, as follows: the first part is calculated and payable quarterly in arrears based on the Company’s Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income, including any other fees (other than fees for providing managerial assistance) such as amendment, commitment, origination, structuring, prepayment penalties, diligence and consulting fees or other fees received from portfolio companies, accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, any expenses payable under the Administration Agreement, and any interest expense or amendment fees under any credit facility and distribution 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 OID, debt instruments with PIK interest and zero-coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a percentage of the value of the Company’s net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of one and one-quarter-of-one percent (1.25%) per quarter (five percent (5.00%) annualized). The Company pays the Investment Adviser an incentive fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no incentive fee in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of one and one-quarter-of-one percent (1.25%) per quarter (five percent (5.00%) annualized), (2) 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 1.4285% in any calendar quarter (5.7140% annualized) (the Company refers to this portion of the Company’s Pre-Incentive Fee Net Investment Income (which exceeds the hurdle but is less than 1.4285%) as the “catch- up,” which is meant to provide the Company’s Investment Adviser with 12.50% of the Company’s Pre-Incentive Fee Net Investment Income, as if a hurdle did not apply, if this net investment income exceeds 1.4285% in any calendar quarter), and (3) 12.50% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 1.4285% in any calendar quarter. These calculations are appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter.

The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the termination date) and equals 12.50% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. For the three months ended March 31, 2026, the Company recorded $195,789 of incentive fee expense on the Consolidated Statements of Operations, of which $208,869 is attributable to incentive fee expense on net investment income and $(13,080) is attributable to incentive fee expense on capital gains. For the six months ended March 31, 2026, the Company recorded $268,599 of incentive fee expense on the Consolidated Statements of Operations, of which $268,599 is attributable to incentive fee expense on net investment income and zero is attributable to incentive fee expense on capital gains.

3. AGREEMENTS AND RELATED PARTY TRANSACTIONS (continued)

Management Fee Waiver Agreement

The Company entered into a management fee waiver agreement with the Investment Adviser (the “Management Fee Waiver”). The Investment Adviser agreed to fully waive Base Management Fees and Incentive Fees payable to the Investment Adviser under the Investment Management Agreement through October 31, 2025, the date of the Company’s election to be regulated as a BDC under the 1940 Act.

The Base Management Fees and Incentive Fees payable by the Company after the termination of the Management Fee Waiver will be calculated as discussed above. The fees waived pursuant to the Management Fee Waiver are not subject to recoupment by the Investment Adviser.

For the three and six months ended March 31, 2026, the Investment Adviser waived management fees of approximately zero and $34,689, respectively, which is reflected as a reduction of the Base Management Fee in the accompanying Consolidated Statements of Operations.

Administration Agreement

Under the Administration Agreement, the Administrator provides administrative services and office facilities to the Company. For providing these services, facilities and personnel, the Company has agreed to reimburse the Administrator for its allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent, technology systems, insurance and the Company’s allocable portion of the cost of compensation and related expenses of the Company’s Chief Compliance Officer, Chief Financial Officer, Corporate Counsel and their respective staffs.

Under the Administration Agreement, the Administrator may be reimbursed by the Company for the costs and expenses to be borne by the Company set forth above to include the costs and expenses allocable with respect to the provision of in-house legal, tax, or other professional advice and/or services to the Company, including performing due diligence on its prospective portfolio companies as deemed appropriate by the Administrator, where such in-house personnel perform services that would be paid by the Company if outside service providers provided the same services, subject to board of trustees’ oversight.

Pursuant to a sub-administration services agreement between the Administrator and State Street (the “Sub-Administration Agreement”), State Street serves as the sub-administrator of the Company and is paid by the Administrator.

For the three and six months ended March 31, 2026, the Company recorded administrative services expenses of $116,220 and $215,192, respectively.

3. AGREEMENTS AND RELATED PARTY TRANSACTIONS (continued)

Expense Limitation and Reimbursement Agreement

On October 29, 2025, the Company entered into an Expense Limitation and Reimbursement Agreement, (the “Expense Limitation Agreement”) with the Investment Adviser. Pursuant to the Expense Limitation Agreement, the Investment Adviser has agreed to reimburse expenses of the Company so that certain of the Company’s expenses (the “Specified Expenses”) will not exceed an annual rate of 1.25% of the Company’s net assets (the “Expense Limitation”). The Expense Limitation is calculated based on the average quarterly net assets based on the two most recently completed calendar quarters, and net assets are determined in a manner consistent with the Company’s Registration Statement on Form 10. Reimbursements are paid quarterly in arrears by the Investment Adviser to the Company in any combination of cash or other immediately available funds and/or offset against amounts due from the Company to the Investment Adviser or its affiliates. All reimbursement payments are deemed to relate to the earliest unreimbursed payments made by the Investment Adviser to the Company within three years prior to the last business day of the fiscal quarter in which such reimbursement payment obligation is accrued. As of March 31, 2026, the Investment Adviser has covered all Specified Expenses.

Specified Expenses is defined to include all expenses incurred in the business of the Company, including organizational costs, with the exception of (i) the Base Management Fee, (ii) the incentive fee, (iii) brokerage costs, (iv) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company), (v) taxes, (vi) extraordinary expenses (as determined in the sole discretion of the Investment Adviser), and (vii) the indirect costs of investing in other investment companies including private funds that rely on Section 3(c)(1) or Section 3(c)(7) of the 1940 Act (to the extent applicable).

The Company has agreed to repay the amount reimbursed by the Investment Adviser when and if requested by the Investment Adviser, as promptly as possible, on a quarterly basis, but only if and to the extent that such reimbursement does not cause the Fund’s Specified Expenses plus recoupment to exceed an annual rate of 1.25% of the value of the Company’s net assets (or, if a lower expense limit is in effect, such lower limit) within the 36-month period after the Investment Adviser bears the expense (“Excess Expenses”). Unless renewed by the mutual agreement of the Investment Adviser and the Company, the Expense Limitation Agreement will terminate on September 30, 2026. The Expense Limitation Agreement will also terminate automatically upon the termination of the Investment Management Agreement unless a new investment advisory agreement with the Investment Adviser (or with an affiliate under common control with the Investment Adviser) becomes effective upon such termination.

For the three and six months ended March 31, 2026, the Investment Adviser provided expense support of $0.3 million and $0.7 million to the Company, respectively, all subject to recoupment pursuant to the terms of the Expense Limitation Agreement. For the three and six months ended March 31, 2026, the Company made no recoupment payments to the Investment Adviser.

3. AGREEMENTS AND RELATED PARTY TRANSACTIONS (continued)

Other Related Party Transactions

The Company, the Investment Adviser and certain other affiliates have been granted an order for exemptive relief by the SEC for the Company to co-invest with other funds managed by the Investment Adviser. If the Company co-invests with other affiliated funds, the Investment Adviser would not receive compensation except to the extent permitted by the exemptive order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.

In connection with investments made by the Company, and subject to applicable law, the Investment Adviser and its affiliates may receive origination, commitment, brokerage and dealing, refinancing and/or other similar fees from portfolio investments in which the Company invests or proposes to invest.

There were no transactions subject to Rule 17a-7 under the 1940 Act during the three and six months ended March 31, 2026.