Note 3. Fees, Expenses, Agreements and Related Party Transactions

The Manager, an indirect, wholly-owned subsidiary of Prudential and a registered investment adviser, is the Company’s investment manager. The Manager has engaged PGIM, an indirect, wholly-owned subsidiary of Prudential, as the Company’s subadviser. PGIM provides day-to-day management of the Company’s portfolio primarily through the PGIM Credit investment group (“PGIM Credit”). PGIM Credit is the public and private fixed income investment group within PGIM. PGIM Credit consists of two investment sub-groups, PGIM Fixed Income, a manager of public and private fixed income investments, and PGIM Private Credit (formerly, PGIM Private Capital) (“PPC”), a manager of private fixed income investments. On April 24, 2025, PGIM entered into a Sub-Subadvisory Agreement with Deerpath Capital Management, LP (“Deerpath”, together with PGIM, the “Subadvisers”), pursuant to which Deerpath will manage a portion of the direct lending investments for the Company. Deerpath is an indirect, majority-owned subsidiary of Prudential. PGIM, subject to the supervision and direction of the Manager and the Board, determines the allocation among the Subadvisers. As of June 30, 2026, there are currently no assets in the Company managed by PGIM Fixed Income. The Manager is permitted to allocate portions of the Company’s portfolio to any of the business units within PGIM.

The Company and the Manager have entered into a third amended and restated management agreement (the “Management Agreement”) pursuant to which the Manager is entitled to receive a base management fee and an incentive fee.

Management Fees

The management fee is payable monthly in arrears at an annual rate of 1.25% of the value of the Company’s net assets as of the beginning of the first calendar day of the applicable month. Prior to the Company’s election of BDC status, the management fee was contractually set to zero. Accordingly, no fee was accrued during that time. Following the Company’s election of BDC status, net assets for the first applicable calendar month were measured from the date that the Company first publicly sold shares to a person or entity other than the Manager or its affiliates. The Manager previously contractually agreed to waive its management fee in its entirety through

December 31, 2025 (the “Waiver Period”). Following the Waiver Period, the Manager will receive a management fee calculated as described above. The Manager may not recoup the waived Management Fees.

For the three and six months ended June 30, 2026 the Company accrued management fees of $876 and $1,664 (dollar amount in thousands), respectively. As of June 30, 2026, $84 (dollar amounts in thousands) of management fees was payable by the Company.

For the three and six months ended June 30, 2025, the Company accrued management fees of $491 and $897 (dollar amounts in thousands), respectively, all of which was subject to waiver by the Manager. As of June 30, 2025, there were no management fees payable by the Company.

Incentive Fees

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 the Company’s income and a portion is based on a percentage of the Company’s realized capital gains.

Incentive Fee Based on Income

“Pre-Incentive Fee Net Investment Income Returns” represents either the dollar value of, or percentage rate of return on the value of 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 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, by and between the Company and State Street Bank and Trust Company, 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 shareholder servicing and/or distribution 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 we have not yet 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 1.25% per quarter (5.0% annualized).

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

Incentive Fee Based on Capital Gains

The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable equals:

The Manager previously contractually agreed to waive its incentive fee in its entirety through the Waiver Period. Prior to the Company’s election of BDC status, the incentive fee was contractually set to zero. Accordingly, no fee was incurred during that time. The Manager may not recoup the waived Incentive Fees.

For the three and six months ended June 30, 2026, the Company accrued income based incentive fees of $763 and $1,506 (dollar amount in thousands), respectively. As of June 30, 2026, $766 (dollar amount in thousands) of accrued income based incentive fees were payable by the Company.

For the three and six months ended June 30, 2025, the Company accrued income based incentive fees of $507 and $955 (dollar amounts in thousands), respectively, all of which were subject to waiver by the Manager. As of June 30, 2025, there were no incentive fees payable by the Company.

For the three and six months ended June 30, 2026, the Company accrued capital gains incentive fees of $60 and $95 (dollar amount in thousands), respectively. As of June 30, 2026, $95 (dollar amount in thousands) of accrued capital gains incentive fees were payable by the Company.

For the three and six months ended June 30, 2025, the Company accrued capital gains incentive fees of $(90) and $(95) (dollar amounts in thousands), respectively, all of which were subject to waiver by the Manager.

Sub-Advisory Fee

Pursuant to the second amended and restated subadvisory agreement between the Manager and PGIM (the “Subadvisory Agreement”), the Manager pays a portion of the management fee and incentive fee it receives from the Company to the PGIM. No advisory fees are paid by the Company directly to PGIM.

Because the Subadvisers are affiliates, the Manager may from time to time share certain of its profits with, or allocate other resources to, the Subadvisers. Any such payments by the Manager to the Subadvisers will be from the Manager’s own resources.

Sub-Subadvisory Fee

For the portion of the Company's assets allocated to Deerpath, PPC will pay a portion of the Management Fee and Incentive Fee it receives from the Manager to Deerpath. No advisory fees will be paid by the Company directly to Deerpath.

Under the Sub-Subadvisory Agreement, Deerpath, subject to the supervision of the Manager and PGIM, is responsible for managing a portion of the assets of the Company in accordance with the Company’s investment objective, investment program and policies, consistent with Deerpath's standard practices with respect to third-party client accounts. The Manager continues to have responsibility for all investment advisory services pursuant to the Management Agreement and supervises Deerpath's performance of such services.

Intermediary Manager Agreement

The Company entered into an amended and restated intermediary manager agreement with Prudential Investment Management Services, LLC (the “Distributor” or “PIMS”), an affiliate of the Manager, who will be principal underwriter and distributor of the Company’s Common Shares. The Distributor will be entitled to receive shareholder servicing and/or distribution fees with respect to the Class S and Class D Shares on an annualized basis as a percentage of the NAV for such class, subject to the inception of each class. The shareholder servicing and/or distribution fees will be paid monthly in arrears at an annual rate of 0.85% and 0.25% for Class S and D respectively, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month. No distribution and/or shareholder servicing fees will be paid with respect to Class I.

For the three and six months ended June 30, 2026, the Company accrued, in each case, servicing and/or distribution fees of $6 and $7 (dollar amounts in thousands) which were attributable to Class S and Class D Shares, respectively.

For the three and six months ended June 30, 2025, the Company accrued, in each case, servicing and/or distribution fees of less than $500 which were attributable to Class S and Class D Shares, respectively.

Plan Administrator

Prudential Mutual Fund Services LLC (“PMFS” or the “Plan Administrator”) serves as the transfer and dividend disbursing agent of the Company. PMFS provides customary transfer agency services to the Company, including the handling of shareholder communications, the processing of shareholder transactions, the maintenance of shareholder account records, the payment of dividends and distributions, and related functions. PMFS is an affiliate of the Manager.

SS&C GIDS, Inc., a corporation organized in the state of Delaware, serves as the sub-transfer agent of the Company.

For the three months ended June 30, 2026, the Company accrued transfer agent’s fees and expenses of $93, $28 and $27 (dollar amounts in thousands), and for the six months ended June 30, 2026, the Company accrued transfer agent’s fees and expenses of $149, $44 and $42 (dollar amounts in thousands) which were attributable to Class I, Class S and Class D Shares, respectively.

For the three months ended June 30, 2025, the Company accrued transfer agent’s fees and expenses of $23, $12 and $19 (dollar amounts in thousands), and for the six months ended June 30, 2025, the Company accrued transfer agent’s fees and expenses of $45, $23 and $38 (dollar amounts in thousands) which were attributable to Class I, Class S and Class D Shares, respectively.

As of June 30, 2026 and December 31, 2025, there were $67 and $53 (dollar amounts in thousands), respectively, of total transfer agent fees payable by the Company.

Expense Limitation and Reimbursement Agreement

Pursuant to an expense limitation and reimbursement agreement by and among the Company and the Manager, the Manager has contractually agreed to waive its fees and/or reimburse expenses of the Company through May 5, 2029 (the “ELRA Period”) so that the Specified Expenses (as defined below) will not exceed 0.50% of net assets (annualized). The Company has agreed to repay these amounts, when and if requested by the Manager, but only if and to the extent that Specified Expenses are less than 0.50% of net assets (annualized) (or, if a lower expense limit is then in effect, such lower limit) within three years after the date the Manager waived or reimbursed such fees or expenses. This arrangement cannot be terminated without the consent of the Board prior to the end of the ELRA Period. “Specified Expenses” includes all expenses incurred in the business of the Company, including organizational and offering costs (excluding the organizational and offering expenses relating to the initial sale of Class S, Class D and Class I Common Shares), with the following exceptions: (i) the management fee, (ii) the incentive fee, (iii) the shareholder servicing and/or distribution fee, (iv) brokerage costs or other investment-related out-of-pocket expenses, (v) dividend/interest payments (including any dividend payments, interest expenses (excluding promissory note interest expenses), commitment fees, or other expenses related to any leverage incurred by the Company), (vi) taxes, and (vii) extraordinary expenses (as determined in the sole discretion of the Manager). Prior to the Company’s election of BDC status, the Manager agreed to voluntarily enact the above-described expense limitation. Accordingly, such expense reimbursement is reflected on the Consolidated Statements of Operations for the three months ended June 30, 2026 and 2025. Certain other expenses may be paid by the Manager, subject to the Manager’s sole discretion. The Company will not be required to repay such amounts to the Manager.

PGIM Investments, PGIM, PIMS, and PMFS are indirect, wholly-owned subsidiaries of Prudential.

Investment Transactions with Affiliates

The Company’s existing investments were acquired with proceeds from purchases of the Company’s Class I Shares by PGIM Strategic Investments, Inc. Select investments, as footnoted in the Consolidated Schedule of Investments, were purchased from a wholly-owned subsidiary of Prudential while the Company operated as a private fund. All other existing investments were originated with the portfolio company. For the investments purchased, the Company engaged an independent third-party valuation firm to assist in determining the fair value of these investments in accordance with the Company’s valuation procedures. For more information regarding the Company’s valuation procedures see “Note 2. Accounting Policies.” Investments were purchased from a wholly-owned subsidiary of Prudential on the below dates with aggregate fair values as follows:

Effective March 18, 2025, the Company changed its overnight cash sweep vehicle from the Core Fund to the State Street Institutional Treasury Plus Money Market Fund - Investor Class (SAEXX), an unaffiliated money market fund.

Controlled/Affiliated Portfolio Companies
 

Under the 1940 Act, the Company is required to separately identify investments where it owns 5% or more of a portfolio company’s outstanding voting securities as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, “non-affiliated investments” are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the Consolidated Schedule of Investments.

Entertainment Earth LLC is an online retailer and wholesaler of licensed collectibles, including toys and action figures. The portfolio company was purchased by the Company and transferred at fair value from a wholly-owned subsidiary of Prudential in March 2023. In April 2025, the portfolio company completed a debt restructuring. As of June 30, 2026, the Company's investment at fair value in Entertainment Earth, LLC was $1,030 in debt and $3,276 (dollar amounts in thousands) in equity. The Company does not consolidate its equity interest in Entertainment Earth, LLC.

Co-Investment Relief

The Company, the Manager and the Subadvisers have received exemptive relief from the SEC that allows us to engage in certain co-investment transactions originated by the Manager, the Subadvisers or their affiliates, subject to certain terms and conditions (the "Order"). Pursuant to such Order, we generally are permitted to co-invest with the Manager and its affiliates if such co-investments are completed on the same terms and at the same time, as further detailed in the Order. In addition, the Manager and its affiliates must adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in co-investment transactions are allocated in a manner that is fair and equitable to the Company and (ii) the Manager or affiliate negotiating the co-investment transaction considers the interest in the transaction of the Company if participating in such transactions.