Investment Advisory Agreement

On October 13, 2021, the Board of Directors, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”), approved the investment advisory agreement with the Investment Adviser (the “Original Investment Advisory Agreement”) in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, Section 15(c) of the 1940 Act. The Original Investment Advisory Agreement had an initial term of two years and continued thereafter from year to year if approved annually by the Board of Directors. The most recent approval of the Investment Advisory Agreement was in August 2026.

In February 2026, following the approval of the Board of Directors and the Company’s unitholders, the Company entered into an amended and restated investment advisory agreement effective as of January 1, 2026 (the “Amended and Restated Investment Advisory Agreement” and together with the Original Investment Advisory Agreement, the “Investment Advisory Agreement”). The Amended and Restated Investment Advisory Agreement will have an initial term of two years and will continue thereafter from year to year if approved annually by a majority of the Company’s unitholders or a majority of the Board of Directors including a majority of Independent Directors.

Pursuant to the Investment Advisory Agreement, the Company pays the Investment Adviser a fee for investment advisory and management services consisting of two components — a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee are ultimately borne by the unitholders.

Base Management Fee

The base management fee is calculated at an annual rate of 0.5% of the Company’s average called capital commitments, at the end of the then-current quarter and the prior calendar quarter (and, in the case of our first quarter, called capital commitments as of such quarter-end). Called capital commitments is defined in the Investment Advisory Agreement as the aggregate purchase price paid to purchase Common Units of the Company by all unitholders pursuant to a Subscription Agreement. Called capital commitments do not include assets acquired through the use of leverage. The Investment Adviser does not receive any fees on unused capital commitments. The base management fee for any partial quarter was appropriately prorated.

For the three and six months ended June 30, 2026, base management fees were $475 and $1,550, net of waiver, respectively. For the three and six months ended June 30, 2025, base management fees were $1,056 and $2,112, respectively. As of June 30, 2026 and December 31, 2025, $475 and $1,056 was payable to the Investment Adviser relating to base management fees.

Incentive Fee

The Company pays the Investment Adviser an incentive fee consisting of two parts. The first part is determined and paid quarterly based on the Company’s pre-incentive fee net investment income and the second part is determined and payable in arrears based on net capital gains as of the end of each quarter or upon termination of the Investment Advisory Agreement.

Pre-incentive fee net investment income is defined as interest income, distribution income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable to the Administrator under the Administration Agreement, any interest expense and distributions paid on any issued and outstanding preferred units, but excluding the incentive fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Investment Adviser is not obligated to return any incentive fee it receives on PIK interest that is later determined to be uncollectible in cash.

Pursuant to the Original Investment Advisory Agreement, the Company paid the Investment Adviser an incentive fee with respect to the Company’s pre-incentive fee net investment income as follows:

Pursuant to the Amended and Restated Investment Advisory Agreement, the Company pays the Investment Adviser an incentive fee with respect to the Company’s pre-incentive fee net investment income as follows:

For purposes of calculation of the incentive fee with respect to pre-incentive fee net investment income pursuant to the Amended and Restated Investment Advisory Agreement, the following terms have the following meaning:

“Hurdle Rate” for any calendar quarter means one fourth of the sum of 3.50% and the Floating Rate.

“Floating Rate” means, initially, the average three-month SOFR calculated based on SOFR as of the end of the then-current quarter and the end of the immediately preceding calendar quarter; provided that if a Floating Rate Transition Event (as defined in the Amended and Restated Investment Advisory Agreement) and its related Floating Rate Replacement Date (as defined in the Amended and Restated Investment Advisory Agreement) have occurred with respect to SOFR, then “Floating Rate” means an alternative or successor rate, or replacement rate thereof. In the event that the Floating Rate is a negative value, then the Floating Rate shall be zero.

PIK interest and OID will increase our pre-incentive fee net investment income and make it easier to surpass the Hurdle Rate.

Under the Original Investment Advisory Agreement, the Company paid the Adviser an incentive fee on capital gains calculated and payable in arrears in cash as of the end of each quarter or upon the termination of the Original Investment Advisory Agreement in an amount equal to 8.5% of the Company’s realized capital gains, if any, on a quarterly basis from the date of the Company’s election to be regulated as a BDC through the end of a given quarter or upon the termination of the Original Investment Advisory Agreement, computed net of all realized capital losses, unrealized capital losses, and unrealized capital depreciation as of the end of such quarter or upon termination of the Original Investment Advisory Agreement.

Under the Amended and Restated Investment Advisory Agreement, the Company pays the Adviser an incentive fee on capital gains calculated and payable in arrears in cash as of the end of each quarter or upon the termination of the Amended and Restated Investment Advisory Agreement in an amount equal to 2.5% of the Company’s realized capital gains, if any, on a quarterly basis from the date of the Company’s election to be regulated as a BDC through the end of a given quarter or upon the termination of the Amended and Restated Investment Advisory Agreement, computed net of all realized capital losses, unrealized capital losses, and unrealized capital depreciation as of the end of such quarter or upon termination of the Amended and Restated Investment Advisory Agreement.

For the purpose of computing the incentive fee on capital gains, the calculation methodology will look through derivative financial instruments or swaps as if the Company owned the reference assets directly. The Board of Directors monitors the mix and performance of our investments over time and seeks to satisfy itself that the Adviser is acting in our interests and that our fee structure appropriately incentivizes the Adviser to do so.

Under U.S. GAAP, the Company is required to accrue an incentive fee on capital gains, including unrealized capital appreciation even though such unrealized capital appreciation is not included in calculating the incentive fee payable under the Investment Advisory Agreement. If such amount is positive at the end of a period, then the Company records an incentive fee on capital gains equal to 2.50% (10% annualized) of such amount, less the aggregate amount of any previously paid capital gain incentive fees. If such amount is negative, no accrual is recorded for such period.

For the three and six months ended June 30, 2026, income-based incentive fees were $2,204 and $4,223, respectively. For the three and six months ended June 30, 2025, income-based incentive fees were $2,769 and $5,557, respectively.

For the three and six months ended June 30, 2026 and the three and six months ended June 30, 2025, there were no capital gain incentive fees accrued to the Investment Adviser. Incentive fees on Cumulative Capital Gains crystallize at calendar year-end.

As of June 30, 2026 and December 31, 2025, there were $2,204 and $2,792, respectively, of income-based incentive fees and no capital gains incentive fees payable to the Investment Adviser.

Administration Agreement

MS Private Credit Administrative Services LLC, an indirect, wholly owned subsidiary of Morgan Stanley (the “Administrator”) is the administrator of the Company pursuant to an administration agreement (the “Administration Agreement”). Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements from the Company for its costs and expenses and the Company’s allocable portion of overhead costs

incurred by the Administrator in performing its obligations under the Administration Agreement. Reimbursement under the Administration Agreement occurs quarterly in arrears. The Administration Agreement will continue from year to year if approved annually by the Board, including a majority of the Independent Directors. The most recent approval of the Administration Agreement was in August 2026.

For the three and six months ended June 30, 2026 and June 30, 2025, no expenses were incurred under the Administration Agreement.

Indemnification Agreements

The Company has entered into indemnification agreements with its directors and officers. The indemnification agreements are intended to provide the directors and officers the maximum indemnification permitted under Delaware law and the 1940 Act, and are generally consistent with the indemnification provisions of the Company’s Amended and Restated Limited Liability Company Agreement, as amended. Each indemnification agreement provides that the Company will indemnify the director or officer who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Delaware law and the 1940 Act.