Note 3. Agreements and Related Party Transactions

Advisory Agreement with ACM

On January 21, 2025, the Company entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser, pursuant to which the Adviser will manage the Company on a day-to-day basis. The Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the Company's investments, and monitoring its investments and portfolio companies on an ongoing basis.

On August 6, 2026, the Advisory Agreement was renewed and continued for an additional one-year period. Unless earlier terminated as described below, the Advisory Agreement will remain in effect until August 6, 2027, and may be extended subject to required approvals. The Company may terminate the Advisory Agreement, without payment of any penalty, upon 60 days’ written notice. The Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related SEC guidance and interpretations.

The Company will pay the Adviser a fee for its services under the Advisory Agreement consisting of two components: a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee will ultimately be borne by the shareholders.

Base Management Fee

The base management fee (the “Management Fee”) is accrued monthly and paid quarterly in arrears at an annual rate of 0.70% of the Company's net assets as of the beginning of the first business day of the applicable month. For purposes of the Advisory Agreement, "net assets" means the Company's total assets less liabilities determined on a consolidated basis in accordance with U.S. GAAP.

For the three and six months ended June 30, 2026, the Company recognized management fees of $1,379 and $2,642, respectively. For the three and six months ended June 30, 2025, the Company recognized management fees of $1,090 and $1,830, respectively. As of June 30, 2026 and December 31, 2025, management fees payable were $1,379 and $1,232, respectively.

Performance-Based Incentive Fee

The incentive fee (the “Incentive Fee”) consists of two components that are 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 a percentage of our income and a portion is based on a percentage of our capital gains, each as described below:

A. Incentive Fee on Pre-Incentive Fee Net Investment Income

The portion based on our income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Company's net assets at the end of the immediate preceding quarter from, interest income, dividend income, and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence, and consulting fees or other fees that are received from portfolio companies) accrued during the calendar quarter, minus operating expenses accrued for the quarter (including the Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution and/or shareholder servicing fees).

Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero-coupon securities), accrued income that has not yet been received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Company's net assets at the end of the immediate preceding quarter, is compared to a "hurdle rate" of return of 1.500% per quarter (6.000% annualized).

The Company will pay its Adviser an income-based incentive fee with respect to the Company’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

These calculations are pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter.

B. Incentive Fee on Capital Gains

The second part of the incentive fee will be determined and payable in arrears as of the end of each calendar year in an amount equal to 10% of realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year (or upon termination of the Advisory Agreement), 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 and six months ended June 30, 2026, the Company recognized $1,943 and $3,705, respectively, of incentive fees based on income and $- and $-, respectively, of incentive fees based on cumulative net realized gains (losses).

For the three and six months ended June 30, 2025, the Company recognized $1,585 and $2,685, respectively, of incentive fees based on income and $104 and $111, respectively, of incentive fees based on cumulative net realized gains (losses).

As of June 30, 2026 and December 31, 2025, performance-based incentive fees payable were $1,943 and $2,281, respectively.

Fees From Affiliates

From time to time various affiliates of the Adviser are involved in transactions whereby certain fees, including but not limited to, structuring, underwriting, arrangement, placement, syndication, advisory or similar services (collectively, “Capital Solution Services”) are earned and rebated back to the Company. These fees are accounted for as “Other Income” in the Consolidated Statements of Operations. For the three and six months ended June 30, 2026, the Company received $148 and $335, respectively, in fee rebates from affiliates related to Capital Solution Services. For the three and six months ended June 30, 2025, the Company received $0 and $350, respectively, in fee rebates from affiliates related to Capital Solution Services.

Administration Agreement with ACM

On January 21, 2025, the Company entered into an Administration Agreement (the “Administration Agreement”) with the Administrator. Under the terms of the Administration Agreement, ACM as the Administrator will provide, or oversee the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of net asset value (“NAV”), compliance monitoring (including diligence and oversight of other service providers), preparing reports to shareholders and reports filed with the Securities and Exchange Commission (the "SEC"), preparing materials and coordinating meetings of the Board, managing the payment of expenses and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Company will reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement.

Such reimbursement will include the Company’s allocable portion of compensation, and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of AGM or any of its affiliates, subject to the limitations described in the Advisory Agreement and Administration Agreement.

In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Administrator for any services performed by such affiliate or third party. ACM may hire a sub-administrator to assist in the provision of administrative services. A sub-administrator will receive compensation for its sub-administrative services under a sub-administration agreement.

On August 6, 2026, the Board renewed the Administration Agreement. Unless earlier terminated, the Administration Agreement will remain in effect until August 6, 2027, and may be extended subject to required approvals.

Sub-Administration Agreement

On February 12, 2025, the Administrator entered into a sub-administration agreement (the "Sub-Administration Agreement") with J.P. Morgan Chase Bank. The sub-administrator will receive compensation for its sub-administrative services under the Sub-Administration Agreement.

Co-Investment Activity

The Company, the Adviser and certain affiliates received an exemptive order from the SEC on May 14, 2025 (the “Order”), that permits us, among other things, to co-invest with other funds and accounts managed by the Adviser or its affiliates, subject to certain conditions. Certain types of negotiated co-investments may be made only in accordance with the Order from the SEC permitting the Company to do so. Pursuant to the requirements of the Order, the Board, including a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Independent Trustees, has approved co-investment policies and procedures describing how the Company will comply with the Order. Further, the Adviser has adopted policies and procedures (the “Adviser Allocation Policy”) which is designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. Pursuant to the Adviser Allocation Policy, the Company will be given the opportunity to participate in any investments that fall within certain criteria established by the Adviser. The Company may determine to participate or not to participate, depending on whether the Adviser determines that the investment is appropriate for the Company (e.g., based on investment strategy). If the Adviser determines that the investment is not appropriate for us, the investment will not be allocated to us.

As of June 30, 2026, the Company’s co-investment holdings were 83.75% of the portfolio or $1,356,871, measured at fair value. On a cost basis, 83.81% of the portfolio or $1,364,438 were co-investments.

As of December 31, 2025, the Company’s co-investment holdings were 82.14% of the portfolio or $1,226,932, measured at fair value. On a cost basis, 82.27% of the portfolio or $1,225,559 were co-investments.