Note 3. Agreements and Related Party Transactions

Operating Agreement

The Partnership entered into an operating agreement with the Operating Manager on July 17, 2026 (the “Operating Agreement”). Pursuant to the Operating Agreement, the Operating Manager is responsible for sourcing, evaluating and monitoring the Partnership’s investment opportunities and making recommendations to the Partnership’s board of directors related to the acquisition, management, financing and disposition of the Partnership’s assets, in accordance with the Partnership’s investment objectives, guidelines, policies and limitations.

The Operating Manager or an affiliate may rebate, waive or reduce the management fee charged to certain shareholders at the sole discretion of the Operating Manager or such affiliate. Any such rebate, waiver or reduction may be effected either by way of purchase

of additional Shares by the Operating Manager or such affiliate for the shareholder or by way of rebate to the relevant shareholder’s account.

Pursuant to the Operating Agreement, the Partnership will pay the Operating Manager a management fee (the “Management Fee”). The Management Fee is payable monthly in arrears in an amount equal to (i) 1.00% per annum of the month-end total assets attributable to the Standard Fee Class Shares, (ii) 0.80% per annum of the month-end total assets attributable to the Founder Share Class II Shares, (iii) 0.70% per annum of the month-end total assets attributable to the Founder Share Class III Shares. The Operating Manager or an affiliate may rebate, waive or reduce the Management Fee charged to certain Shareholders and/or certain Share classes at the sole discretion of the Operating Manager or such affiliate. Any such rebate, waiver or reduction may be effected either by way of purchase of additional Shares by the Operating Manager or such affiliate for the Shareholder or by way of rebate to the relevant Shareholder’s account. The Management Fee may alternatively, in the discretion of the Operating Manager, instead be paid in whole or in part by our subsidiaries, in which case it shall result in a change in the cash or retained earnings of such subsidiaries.

For the three months ended June 30, 2026 and the period from January 6, 2026 (date of formation) through June 30, 2026, the Partnership did not incur any Management Fees.

So long as the Operating Agreement has not been terminated, the Operating Manager will be entitled to receive a performance fee (the “Performance Fee”) equal to (i) 15.00% of the Total Return (as defined below) with respect to Standard Fee Class Shares, (ii) 12.00% of the Total Return with respect to Founder Share Class II Shares and (iii) 10.50% of the Total Return with respect to Founder Share Class III Shares and Class E-W Shares, in each case subject to a 6.00% Hurdle Amount and a High Water Mark with respect to such class of Shares, with a Catch-Up (each term as defined below). Such fee will accrue and be paid quarterly. The Performance Fee will not be paid on Class E Shares, and as a result, it is an expense specific only to certain Investor Shares and Class E-W Shares at the rates specified herein, which will result in the dilution of Investor Shares and Class E-W Shares in proportion to the fees charged to different classes of Investor Shares and Class E-W Shares.

Specifically, the Operating Manager will be entitled to receive a Performance Fee in an amount equal to:

For the avoidance of doubt, the calculation of Total Return will (i) include any appreciation or depreciation in the transactional NAV of any relevant Shares issued during the then-current calendar year but (ii) exclude the proceeds from the initial issuance of such Shares.

For the three months ended June 30, 2026 and the period from January 6, 2026 (date of formation) through June 30, 2026, the Partnership did not incur any Performance Fees.

Administration Agreement

The Partnership entered into an administration agreement with the Administrator on July 17, 2026 (the “Administration Agreement”). Pursuant to the Administration Agreement, the Administrator is responsible for providing certain administrative services, personnel, and facilities necessary for the operations of the Partnership, subject to the supervision and oversight of the Board.

Series II Expense Support and Conditional Reimbursement of the Operating Manager

Series II has entered into an expense support and conditional reimbursement agreement with the Operating Manager and the Administrator, pursuant to which each of the Operating Manager and the Administrator may elect to pay certain of Series II’s expenses, including certain Organizational and Offering Expenses on Series II’s behalf (each, an “Expense Support”).

Following any calendar month in which the Specified Expenses (as defined below) are below 1.00% of Series II’s net assets on an annualized basis, Series II shall reimburse the Operating Manager and/or the Administrator, fully or partially, for the Expense Support, but only if and to the extent that Specified Expenses plus any Reimbursement Payments (as defined below) do not exceed 1.00% of Series II’s net assets at the end of each calendar month on an annualized basis, until such time as all Expense Support made by the Operating Manager to Series II within five years prior to the last business day of such calendar month have been reimbursed; provided, however, if the Operating Manager and the Administrator are to only receive partial repayment of Expense Support, they shall be paid in proportion to the Expense Support outstanding of each entity relative to the aggregate outstanding Expense Support. Any payments required to be made by Series II in the prior sentence shall be referred to herein as a “Reimbursement Payment.”

“Specified Expenses” is defined to include all expenses incurred in the business of Series II with the exception of (i) the Management Fee, (ii) the Performance Fee, (iii) the combined annual distribution fees and shareholder servicing fees, (iv) the dealer manager fees (including selling commissions), (v) expenses related to any investments acquired by us and a special purchase vehicle, including, without limitation, brokerage costs or other acquisition-related out-of-pocket expenses (regardless of whether the transactions are consummated), (vi) ordinary corporate operating expenses of us and special purchase vehicles, (vii) interest expenses, commitment fees, or other expenses related to any leverage incurred by us, (viii) taxes; (ix) certain insurance costs, (x) Organizational and Offering Expenses; (xi) certain non-routine items (as determined in the sole discretion of the Operating Manager), and (xii) extraordinary expenses (as determined in the sole discretion of the Operating Manager). As of June 30, 2026, the Operating Manager had elected to bear organizational and offering expenses of Series II totaling $1,566,669 and $446,415, respectively, of which $573,245 of organizational expenses and $179,875 of offering expenses had been paid to, or settled directly with, the applicable vendors as of that date. None of the Expense Support has been reimbursed by the Partnership as of June 30, 2026.