Note 4. Related Party Transactions

Investment Advisory Agreement

Effective April 10, 2025, the Fund has entered into an investment advisory agreement (the “Investment Advisory Agreement”) with the Adviser. In accordance with the Investment Advisory Agreement, commencing on April 23, 2025 (the date on which the Fund elected to be regulated as a BDC), the Fund pays the Adviser certain fees as compensation for its services, such fees consisting of a base management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”). The services the Adviser provides to the Fund, subject to the overall supervision of the Board, include managing the day-to-day operations of, and providing investment services to, the Fund.

Management Fee

The Management Fee is calculated at an annual rate of 1.25% of net assets as of the beginning of the first business day of the month, payable monthly in arrears. For the first calendar month in which the Fund has operations, net assets will be measured as the beginning net assets as of the date of Conversion.

For the three and six months ended June 30, 2026, the Fund recorded Management Fees of $1,773,945 and $3,385,733, respectively, and waivers to the Management Fees of $0 and $0, respectively, as set forth within the accompanying Consolidated Statements of Operations. For the three and six months ended June 30, 2025, the Fund recorded Management Fees of $1,064,102 and $2,133,068, respectively, and waivers to the Management Fees of $59,390 and $973,233, respectively, as set forth within the

accompanying Consolidated Statements of Operations. As of June 30, 2026 and December 31, 2025, Management Fees payable was $1,773,945 and $1,392,622, respectively, and is included in Payable to Adviser on the Consolidated Statements of Assets and Liabilities.

Incentive Fee

The Incentive Fee has 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 Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.

(i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s 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 Fund’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 the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s 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 distributions paid on any issued and outstanding preferred shares, but excluding the Incentive Fee and any distribution 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 pay-in-kind interest and zero coupon securities), accrued income that the Fund has 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 Fund’s net assets at the end of the immediate preceding quarter, is compared to a hurdle of 1.5% per quarter (6.0% annualized) (the “Hurdle Rate”).

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

(ii) Incentive Fee 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:

Each year, the fee paid for the capital gains incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee for all prior periods. The Fund 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 Fund were to sell the relevant investment and realize a capital gain. In no event will the capital gains incentive fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Investment Advisers Act, as amended, including Section 205 thereof.

The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated.

For the three and six months ended June 30, 2026, the Fund recorded incentive fees related to net investment income of $1,380,031 and $2,633,793, respectively. For the three and six months ended June 30, 2025, the Fund recorded incentive fees related to net investment income of $817,305 and $817,305, respectively. No incentive fees related to capital gains were incurred during the three and six months ended June 30, 2026 and 2025. As of June 30, 2026 and December 31, 2025, Incentive Fees payable was $1,380,030 and $1,205,739, respectively, and is included in Incentive fee payable on the Consolidated Statements of Assets and Liabilities.

Administration Agreement and Administrative Fee

Effective April 10, 2025, the Fund has also entered into an administration agreement (the “Administration Agreement”) with Audax Management Company (NY), LLC (the “Administrator”) pursuant to which the Administrator provides administrative services to the Fund. Under the Administration Agreement, the Administrator performs, or oversees the performance of administrative services necessary for the operation of the Fund, which include being responsible for the financial records which the Fund is required to maintain and prepare reports filed with the SEC. In addition, the Administrator assists in determining and publishing the Fund’s net asset value, oversees the preparation and filing of the Fund’s tax returns and the printing and dissemination of reports to the Fund’s shareholders, and generally oversees the payment of the Fund’s expenses and the performance of administrative and professional services rendered to the Fund by others. The Fund reimburses the Administrator for its allocable portion of the costs and expenses incurred by the Administrator for overhead in performance by the Administrator of its duties under the Administration Agreement, including the cost of facilities, office equipment and the Fund’s allocable portion of cost of compensation and related expenses of its Chief Financial Officer and Chief Compliance Officer and their respective staffs, as well as any costs and expenses incurred by the Administrator relating to any administrative or operating services provided by the Administrator to the Fund. Such costs are reflected as an administrative fee in the accompanying Consolidated Statements of Operations.

The Fund has also entered into a fee waiver agreement with the Administrator, pursuant to which the Administrator may waive, in whole or in part, its entitlement to receive reimbursements from the Fund.

For the three and six months ended June 30, 2026 and 2025, the Adviser elected to not charge administration fees of up to 0.20% of the net asset value of the Fund.

Prior to conversion to a BDC, the limited partners of the Partnership (the “Limited Partners”) were subject to a quarterly administration fee of 0.025% of the average aggregate asset value of the Partnership for administration services. The calculation for any period other than a full calendar year was adjusted on a pro-rata basis according to the actual number of days in such period. In accordance with the agreement of the Partnership, the Fund accrued administrative fees of $0 and $0, respectively, for the three and six months ended June 30, 2026, as set forth within the accompanying Consolidated Statements of Operations. In accordance with the agreement of the Partnership, the Fund accrued administrative fees of $16,555 and $185,996, respectively, for the three and six months ended June 30, 2025, as set forth within the accompanying Consolidated Statements of Operations.

Expense Support and Conditional Reimbursement Agreement

The Fund has entered into an Expense Support and Conditional Reimbursement Agreement (the “Reimbursement Agreement”) with the Adviser, effective December 17, 2024. The Fund and the Adviser have determined that it is appropriate and in the best interest of the Fund that the Adviser may elect to pay a portion of the Fund’s expenses from time to time, which the Fund will be obligated to reimburse to the Adviser at a later date if certain conditions are met.

At such times as the Adviser determines, the Adviser may elect to pay certain expenses of the Fund on the Fund’s behalf (each such payment, an “Expense Payment”). In making an Expense Payment, the Adviser will designate, as it deems necessary or advisable, what type of expense it is paying (including, whether it is paying organizational or offering expenses); provided that no portion of an Expense Payment will be used to pay any interest expense or distribution and/or servicing fees of the Fund.

Following any calendar month or quarter, as applicable, in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Fund’s shareholders based on distributions declared with respect to record dates occurring in such calendar month or quarter, as applicable (the amount of such excess being hereinafter referred to as “Excess Operating Funds”),

the Fund shall pay such Excess Operating Funds, or a portion thereof, as applicable, to the Adviser until such time as all Expense Payments made by the Adviser to the Fund within three years prior to the last business day of such calendar month or quarter, as applicable, have been reimbursed. Any payments required to be made by the Fund pursuant to the Reimbursement Agreement shall be referred to as a Reimbursement Payment. Available Operating Funds means the sum of (i) the Fund’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Fund’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 Fund 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).

The amount of the Reimbursement Payment for any calendar month or quarter, as applicable, shall equal the lesser of (i) the Excess Operating Funds in such calendar month or quarter, as applicable, and (ii) the aggregate amount of all Expense Payments made by the Adviser to the Fund within three years prior to the last business day of such calendar month or quarter, as applicable, that have not been previously reimbursed by the Fund to the Adviser; provided that the Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar month or quarter, as applicable, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future months pursuant to the terms of the Reimbursement Agreement.

Notwithstanding anything to the contrary in the Reimbursement Agreement, no Reimbursement Payment for any calendar month or quarter, as applicable, shall be made if: (1) the Effective Rate of Distributions Per Share declared by the Fund at the time of such proposed Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Fund’s Operating Expense Ratio (as defined below) at the time of such proposed Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. For purposes of the Reimbursement Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing operating expenses, less organizational and offering expenses, base management and incentive fees owed to the Adviser, and interest expense, by the Fund’s average net assets over the applicable period.

The Fund’s obligation to make a Reimbursement Payment shall automatically become a liability of the Fund on the last business day of the applicable calendar month or quarter, as applicable, except to the extent the Adviser has waived its right to receive such payment for the applicable month or quarter, as applicable. The Reimbursement Payment for any calendar month or quarter, as applicable, shall be paid by the Fund to the Adviser in any combination of cash or other immediately available funds as promptly as possible following such calendar month or quarter, as applicable, and in no event later than forty-five (45) days after the end of such calendar month or quarter, as applicable.

All Reimbursement Payments hereunder shall be deemed to relate to the earliest unreimbursed Expense Payments made by the Adviser to the Fund within three years prior to the last business day of the calendar month or quarter, as applicable, in which such Reimbursement Payment obligation is accrued. Refer to Note 8 — Commitments and Contingencies for the cumulative amount of expense support subject to potential reimbursement to the Adviser by the Fund.