3. Related Party Transactions and Agreements

The Adviser

The Company is managed by the Adviser which provides management services to the Company pursuant to the Investment Advisory Agreement. Subject to the overall supervision of the Board, the Adviser is responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring the Company’s investments and monitoring the Company’s portfolio on an ongoing basis through a team of investment professionals.

Management Fee

The Company pays to the Adviser a management fee (the "Management Fee") at an annual rate of 1.25% of the Company’s net assets, payable quarterly in arrears, calculated as of the end of the most recently completed calendar quarter and adjusted for any Share issuances, repurchases, dividends or distributions during the relevant calendar quarter. For purposes of determining the Management Fee, the Company’s net assets means its total assets less liabilities determined on a consolidated basis in accordance with U.S. GAAP. The Adviser agreed to waive the Management Fee for (i) the period prior to the BDC Election, and (ii) the 6-month period following the date of the first closing following the BDC Election (the "Initial Fee Waiver"). The Initial Fee Waiver is not subject to recoupment by the Adviser. The Management Fee for any partial quarter will be appropriately prorated based on the actual number of days elapsed relative to the total number of days in such calendar quarter.

During the three and six months ended June 30, 2026, the Company recorded a management fee of $3.3 million and $6.4 million, respectively. During the six months ended June 30, 2026, the Company recorded a management fee waiver of $1.0 million (representative of January 2026 activity, waived, pursuant to the Initial Fee Waiver) within the Consolidated Statement of Operations.

As of June 30, 2026, the Company had no outstanding management fee payable.

During the three and six months ended June 30, 2025, the Company recorded no management fees as the Company's most recently completed calendar quarters net assets were negative and zero, respectively and the Company did not record any equity.

Incentive Fee

The Company pays to the Adviser an incentive fee that consists of two parts. In any given quarter, one part of the incentive fee may be payable while the other is not. The first part of the incentive fee (the "Investment Income Incentive Fee") is calculated and payable on a quarterly basis, in arrears, and equals 12.5% of Pre-Incentive Fee Net Investment Income (as defined below) for the immediately preceding calendar quarter, subject to a quarterly preferred return of 1.5% (i.e., 6.0% annualized), or "Hurdle Rate," measured on a quarterly basis and a "catch-up" feature.

To determine whether Pre-Incentive Fee Net Investment Income exceeds the Hurdle Rate, Pre-Incentive Fee Net Investment Income is expressed as a rate on the average daily hurdle calculation value. The average daily hurdle calculation value, on any given day, equals:

The Company will pay the Adviser an Investment Income Incentive Fee in each calendar quarter as follows:

"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 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 shares, but excluding the incentive fee). In addition, Pre-Incentive Fee Net Investment Income may be computed and paid on income that may include interest that has been accrued but not yet received, or interest in the form of securities received rather than cash, including original issuance discount ("OID"), payment-in-kind and zero coupon investments.

For the three and six months ended June 30, 2026, the Company recorded Investment Income Incentive Fees of $3.5 million and $6.6 million, respectively, within the Consolidated Statement of Operations.

During the three and six months ended June 30, 2025, the Company recorded Investment Income Incentive Fees of $86 thousand and a corresponding investment income incentive fee waiver of $86 thousand, respectively.

As of June 30, 2026 and December 31, 2025, the Company had $3.5 million and $2.5 million, respectively of Investment Income Incentive Payable recorded in the Consolidated Statement of Financial Condition.

The second part of the incentive fee (the "Capital Gains Incentive Fee") is an annual fee that is 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 12.5% of cumulative realized capital gains, if any, determined on a cumulative basis from the commencement of the Company’s investment operations (based on the fair 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 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 will accrue, but will not pay, a Capital Gains Incentive Fee with respect to unrealized appreciation because a Capital Gains Incentive Fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain.

For the three and six months ended June 30, 2026, there were no Capital Gains Incentive Fee accrued.

For the three and six months ended June 30, 2025, there was a $74 thousand and $88 thousand Capital Gains Incentive Fee accrued, respectively.

The payable fees under the Investment Advisory Agreement are appropriately adjusted for any Share issuances or repurchases during the calendar quarter (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) and except as described above, exclude capital gains, realized loss and unrealized capital appreciation or depreciation.

Amended and Restated Expense Support and Conditional Reimbursement Agreement

The Company entered into an amended and restated expense support and conditional reimbursement agreement (the "Expense Support Agreement") with the Adviser as of June 3, 2025, pursuant to which the Adviser may elect to pay certain of the Company’s expenses (including organization and offering costs, excluding interest expense and distribution fees) on the Company’s behalf (each, an "Expense Payment"). If the Adviser elects to pay certain of the Company’s expenses, the Adviser may be entitled to reimbursement of such expenses from the Company, subject to the terms of the Expense Support Agreement, summarized below. Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company's Shareholders based on distributions declared with respect to record dates occurring in such calendar quarter (as further defined below under "Excess Operating Funds"), then the Company will be required to make a payment to the Adviser (each a "Reimbursement Payment"). Reimbursement Payments to the Adviser will be accrued as they become probable or estimable or as certain conditions in the Expense Support Agreement are triggered.

Expense Payments are recorded in the Company’s Consolidated Statement of Operations, classified under the appropriate operating expense caption offset by the total amount of Expense Payments made by the Adviser captioned as "Expense Support". The Company's obligation to make a Reimbursement Payment will be recorded as a payable on the last business day of the applicable calendar quarter, and will be paid as promptly as possible following such applicable calendar quarter and in no event later than forty-five days after the end of such applicable quarter, except to the extent the Adviser has waived its right to receive such payment for the applicable quarter.

"Available Operating Funds" are defined as 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).

"Excess Operating Funds" are defined as the calendar quarter when Available Operating Funds exceed the cumulative distributions accrued to the Company’s Shareholders based on distributions declared with respect to record dates occurring in such calendar quarter.

The Company will utilize such Excess Operating Funds, or a portion thereof, to make a Reimbursement Payment to the Adviser until such time as all Expense Payments made by the Adviser to or on behalf of the Company within three years prior to the last business day of the applicable quarter have been reimbursed. 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 that have not been reimbursed within three years prior to the last business day of such calendar quarter. The Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any 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. Reimbursement Payments are recorded in the Company’s Consolidated Statement of Operations as Expense Reimbursement. In a calendar quarter with Excess Operating Funds, a payable is recorded in the Consolidated Statement of Financial Condition for the amount of the Reimbursement Payment due to the Adviser.

For the three and six months ended June 30, 2026, the Company did not record any Expense Support. For the three and six months ended June 30, 2025, the Company recorded $0.2 million and $2.6 million, respectively, of Expense Support related to organization costs. See further discussion in Note 2 - Summary of Significant Accounting Policies under the "Organization and Offering Costs" section.

Excess Operating Funds have been generated; however, the Adviser elected to waive its right to receive any Reimbursement Payment and as such, no corresponding payable was recorded in the Statement of Financial Condition as of June 30, 2026. The Expense Payments remain eligible for Reimbursement Payment in the future in accordance with the recoupment period defined in the Expense Support Agreement.

The Administrator

The Administrator provides, or oversees the performance of, certain administrative and compliance services pursuant to the "Administration Agreement." The Company will reimburse the Administrator for its costs, expenses and the Company’s allocable portion of compensation of the Administrator’s personnel and overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations pursuant to the Administration Agreement. The Administrator is an affiliate of Fortress and may provide (including through its affiliates) similar services to other existing or future investment funds or accounts managed by Fortress or any of its affiliates (the "Fortress Managed Accounts"), provided that, except where otherwise specifically stated in the Company's registration statement on Form 10, Fortress Managed Accounts shall not include investment funds and accounts managed by (i) the indirect owner(s) of Fortress or (ii) any person controlling, controlled by or under common control with such indirect owner(s) that is not also controlled by Fortress). To the extent that the Administrator provides administrative services to other Fortress Managed Accounts, any of the costs and expenses associated with the Administrator’s personnel overhead (including rent, office equipment and utilities) or incurred by the Administrator in performing its administrative obligations, will be borne by the Company based on its allocable share of the costs, on an estimated basis. Notwithstanding the foregoing, in circumstances where the Administrator reasonably believes that an allocation of such expenses or the amount allocated to the Company and/or other Fortress Managed Accounts would produce an inequitable result to the Company and/or other Fortress Managed Accounts, the Administrator may allocate such expenses in a fair and equitable manner. Such allocations will be subject to review and approval by the Board on a periodic basis.