v3.26.1
Related Party Transactions
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
Related Party Transactions

3. Related Party Transactions

Advisory Agreement

On March 24, 2022, the Fund entered into the second amended and restated investment advisory agreement (the “Second Amended and Restated Advisory Agreement”), replacing the amended and restated advisory agreement and the advisory agreement the Fund entered into with the Adviser on November 13, 2019 and July 27, 2017, respectively, pursuant to which the Fund will pay the Adviser, quarterly in arrears, a base management fee calculated at an annual rate of 1.375%, in addition to the incentive fee described in the following paragraphs. The base management fee is calculated based on a percentage of the average outstanding assets of the Fund (which equals the gross value of equity and debt instruments, including investments made utilizing leverage), excluding cash and cash equivalents, during such fiscal quarter. The average outstanding assets is calculated by taking the average of the amount of assets of the Fund at the beginning and end of each month that occurs during the calculation period. The base management fee is calculated and paid quarterly in arrears but will be accrued monthly by the Fund over the fiscal quarter for which such base management fee is paid.

On February 10, 2026, the Fund entered into the third amended and restated investment advisory agreement (the “Third Amended and Restated Advisory Agreement”), replacing the Second Amended and Restated Advisory Agreement, pursuant to which the Fund will pay the Adviser, quarterly in arrears, a base management fee calculated at an annual rate of 1.25% of the average outstanding assets of the Fund, in addition to the incentive fee described in the following paragraphs. The Income‑Based Incentive Fee was amended to provide for a maximum rate of 17.5% of PIFNII (as defined below) by amending the rates as follows: (x) the 8% Catch‑Up Cap equals the portion of the Pre‑Incentive Fee Net Investment Income, if any, that exceeds the 8% Hurdle Rate but is less than 2.42% in any calendar quarter (approximately 9.7% per annum), and (y) 17.5% of the amount of Pre‑incentive Fee Net Investment Income, if any, that exceeds 2.42% in any calendar quarter. In addition, the Capital Gains Fee equals 17.5% of the Fund’s aggregate cumulative realized capital gains, if any.

On February 10, 2026, the Fund and the Adviser also entered into a fee waiver letter that retroactively applies the reduced fee rates set forth in the Third Amended and Restated Advisory Agreement from January 1, 2026 through February 10, 2026. Under this agreement, the Adviser has agreed to waive the portion of the base management fee, income-based incentive fee, and capital gains fee equal to the difference in the respective management and incentive fee rates between the Second Amended and Restated Advisory Agreement and the Third Amended and Restated Advisory Agreement during the waived period.

On March 26, 2026, Equitable Holdings, Inc. (“Equitable”), the indirect owner of the Adviser, entered into an Agreement and Plan of Merger with Corebridge Financial, Inc. to combine their businesses (the “Merger”). The closing of the Merger may constitute a change of control of the Adviser, which would result in the automatic termination of the Third Amended and Restated Advisory Agreement pursuant to Section 15 of the 1940 Act. At an in-person meeting of the Board of Directors of the Fund (the “Board”) held on May 7, 2026, the Board, including a majority of the independent directors of the Board, approved a new investment advisory

agreement with the Adviser (the “Proposed Advisory Agreement”) and recommended that stockholders of the Fund vote to approve the Proposed Advisory Agreement at the annual meeting of stockholders held on August 3, 2026, and adjourned to September 15, 2026. The Proposed Advisory Agreement is identical in all material respects to the Third Amended and Restated Advisory Agreement, except for its effective and termination dates. At the same meeting, the Board also approved an interim advisory agreement with the Adviser, to be effective only in the event that the change of control occurs prior to stockholder approval of the Proposed Advisory Agreement.

For the three and six months ended June 30, 2026, the Fund incurred a management fee of $6,024,569 and $12,158,496, respectively. For the three and six months ended June 30, 2025, the Fund incurred a management fee of $5,830,989 and $11,465,958, respectively. The Adviser waived management fees of $0 and $271,957 for the three and six months ended June 30, 2026, respectively. No management fees were waived by the Adviser for the three and six months ended June 30, 2025, respectively. As of June 30, 2026 and December 31, 2025, $6,024,569 and $6,362,763, respectively, of accrued management fee remained payable.

The Fund also pays the Adviser an incentive fee that provides the Adviser with a share of the income that the Adviser generates for the Fund. The incentive fee consists of an income-based incentive fee component and a capital-gains component, which are largely independent of each other, with the result that one component may be payable even if the other is not.

Income-Based Incentive Fee: The income-based incentive fee is calculated and payable quarterly in arrears based on the Fund’s net investment income prior to any deductions with respect to such income-based incentive fees and capital gains incentive fees (“Pre-incentive Fee Net Investment Income” or “PIFNII”) for the quarter, as further described below. PIFNII means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees the Fund receives from portfolio companies) that the Fund accrues during the fiscal quarter, minus the Fund’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement (the “Administration Agreement”) the Fund has entered into with State Street Bank and Trust (the “Administrator”), and any interest expense and dividends paid on any issued and outstanding indebtedness or preferred stock, respectively, but excluding, for avoidance of doubt, the income-based incentive fee, as well as the capital gains incentive fee (described below), accrued under GAAP). PIFNII also includes, 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. The Adviser is not under any obligation to reimburse the Fund for any part of the income-based incentive fees it received that was based on accrued interest that the Fund never actually received.

PIFNII does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the structure of the income-based incentive fee, it is possible that the Fund may accrue such income-based incentive fee in a quarter where the Fund incurs a net loss. For example, if the Fund receives PIFNII in excess of a hurdle rate (as defined below) for a quarter, the Fund will accrue the applicable income-based incentive fee even if the Fund has incurred a realized and/or unrealized capital loss in that quarter. However, cash payment of the income-based incentive fee may be deferred in this situation, subject to the restrictions detailed at the end of this section.

PIFNII, expressed as a rate of return on the average value of the Fund’s net assets (defined as total assets, less indebtedness and before taking into account any incentive fees payable during the period) as of the first day of each month during the course of the immediately preceding calendar quarter, will be compared to various “hurdle rates,” with the income-based incentive fee rate of return increasing at each hurdle rate.

Description of Quarterly Incentive Fee Calculations

The Fund pays the Adviser an income-based incentive fee with respect to PIFNII in each calendar quarter as follows:

No income-based incentive fee in any calendar quarter in which PIFNII does not exceed 1.5% per quarter (6% per annum), the “6% Hurdle Rate”;
100% of PIFNII with respect to that portion of such PIFNII, if any, that exceeds the 6% Hurdle Rate but is less than 1.67% in any calendar quarter (the “6% Catch-up Cap”), approximately 6.67% per annum. This portion of PIFNII (which exceeds the 6% Hurdle Rate but is less than the 6% Catch-up Cap) is referred to as the “6% Catch-up.” The 6% Catch-up is meant to provide the Adviser with 10.0% of the PIFNII as if the hurdle rate did not apply if this net investment income exceeded 1.67% but was less than 1.94% in any calendar quarter; and
10.0% of the amount of PIFNII, if any, that exceeds the 6% Catch-up Cap, but is less than 1.94% (the “7% Hurdle Rate”), approximately 7.78% per annum. The 7% Hurdle Rate is meant to limit the Adviser to 10% of the PIFNII until the amount of PIFNII exceeds 1.94%, approximately 7.78% per annum; and
100% of PIFNII with respect to that portion of such PIFNII, if any, that exceeds the 7% Hurdle Rate but is less than 2.06% in any calendar quarter (the “7% Catch-up Cap”), approximately 8.24% per annum. This portion of PIFNII (which exceeds the 7% Hurdle Rate but is less than the 7% Catch-up Cap) is referred to as the “7% Catch-up.” The 7% Catch-up is meant to provide the Adviser with 15.0% of the PIFNII as if the hurdle rate did not apply if this net investment income exceeded 2.06% but was less than 2.35% in any calendar quarter; and
15.0% of the amount of PIFNII, if any, that exceeds the 7% Catch-up Cap, but is less than 2.35% (the “8% Hurdle Rate”, approximately 9.41% per annum). The 8% Hurdle Rate is meant to limit the Adviser to 15% of the PIFNII until the amount of PIFNII exceeds 2.35%, approximately 9.41% per annum; and
100% of PIFNII with respect to that portion of such PIFNII, if any, that exceeds the 8% Hurdle Rate but is less than 2.42% in any calendar quarter (the “8% Catch-up Cap”), approximately 9.70% per annum. This portion of PIFNII (which exceeds the 8% Hurdle Rate but is less than the 8% Catch-up cap) is referred to as the “8% Catch-up”. The 8% Catch-up is meant to provide the Adviser with 17.50% of the PIFNII as if a hurdle rate did not apply if this net investment income exceeded 2.42% in any calendar quarter; and
17.5% of the amount of PIFNII, if any, that exceeds 2.42% in any calendar quarter.

For the three and six months ended June 30, 2026, the Fund incurred income-based incentive fees of $3,281,383 and $6,852,077, respectively. For the three and six months ended June 30, 2025, the Fund incurred income-based incentive fees of $3,442,968 and $6,927,075, respectively. During the three and six months ended June 30, 2026, the Adviser waived income‑based incentive fees of $0 and $245,475, respectively. No incentive fees were waived during the three and six months ended June 30, 2025, respectively. As of June 30, 2026 and 2025, $3,281,383 and $3,598,459, respectively, of accrued income-based incentive fees remained payable.

The capital gains fee shall be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), and will equal 17.5% of the Fund’s aggregate cumulative realized capital gains, if any, from the date of the Fund’s election to be regulated as a BDC through the end of each calendar year, computed net of all aggregate cumulative realized capital losses and aggregate cumulative unrealized capital depreciation, less the aggregate amount of any previously paid capital gain incentive fees, with respect to each of the investments in the Fund’s portfolio. The Fund’s “aggregate cumulative realized capital gains” will not include any unrealized appreciation. The capital gains fee is not subject to any minimum return to stockholders. If such amount is negative, then no capital gains fee will be payable for such year. In the event that the Third Amended and Restated Advisory Agreement shall terminate as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a capital gains fee.

While the capital gains fee to be paid is determined above, GAAP requires such fee to be accrued as if the Fund were to be terminated and liquidated at period end hypothetical liquidation. There was no capital gains incentive fee under GAAP recognized for the three and six months ended June 30, 2026 and 2025. As of June 30, 2026 and December 31, 2025, no capital gains incentive fee remained payable.

The amount of capital gains incentive fee expense related to a hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to the Adviser in the event of a complete liquidation of the Fund’s portfolio as of period end and the termination of the Third Amended and Restated Advisory Agreement on such date. Also, it should be noted that the capital gains incentive fee expense fluctuates with the Fund’s overall investment results.

The Fund will defer cash payment of any income-based incentive fee and/or any capital gains incentive fee otherwise earned by the Adviser if during the most recent four full fiscal quarter periods ending on or prior to the date such payment is to be made, the sum of (a) the PIFNII, and (b) the realized capital gain / loss and (c) unrealized capital appreciation/ depreciation expressed as a rate of return on the value of our net assets, is less than 6.0%. Any such deferred fees are carried over for payment in subsequent calculation periods to the extent such payment is payable under the Third Amended and Restated Advisory Agreement.

Administration Agreement and Expense Reimbursement Agreement

The Fund has entered into the Administration Agreement with the Administrator and a separate expense reimbursement agreement with the Adviser (the “Expense Reimbursement Agreement”) under which any allocable portion of the cost of the Fund’s Chief Compliance Officer and Chief Financial Officer and their respective staffs will be reimbursed by the Fund. Under the Administration Agreement, the Administrator will be responsible for providing the Fund with clerical, bookkeeping, record keeping and other administrative services. The Fund will reimburse the Adviser an amount equal to the Fund’s allocable portion (subject to the review of its Board) of the Fund’s overhead resulting from the Fund’s obligations under the Expense Reimbursement Agreement, including the allocable portion of the cost of the Fund’s Chief Compliance Officer and Chief Financial Officer and their respective staff.

Expense Support and Conditional Reimbursement Agreement

On September 29, 2017, the Fund and the Adviser entered into an agreement (the “Expense Support and Conditional Reimbursement Agreement”) to limit certain of the Fund’s Operating Expenses, as defined below, to no more than 1.5% of the Fund’s average quarterly gross assets. To achieve this percentage limitation, the Adviser has agreed to reimburse the Fund for certain Operating Expenses on a quarterly basis (any such payment by the Adviser, an “Expense Payment”) and the Fund has agreed to later repay such amounts (any such payment by the Fund, a “Reimbursement Payment”), pursuant to the terms of the Expense Support and Conditional Reimbursement Agreement. The actual percentage of Operating Expenses paid by the Fund in any quarter after deducting any Expense Payment, as a percentage of the Fund’s average quarterly gross assets, is referred to as the “Percentage Limit.”

Any Expense Payment by the Adviser pursuant to the Expense Support and Conditional Reimbursement Agreement will be subject to repayment by the Fund on a quarterly basis within the three years following the fiscal quarter of the Fund in which the Operating Expenses were paid or absorbed, if the total Operating Expenses for the current quarter, including Reimbursement Payments, expressed as a percentage of the Fund’s average gross assets during such quarter is less than the then-current Percentage Limit, if any, and the Percentage Limit that was in effect at the time when the Adviser reimbursed the Operating Expenses that are the subject of the repayment, subject to certain provisions of the Expense Support and Conditional Reimbursement Agreement, as described below. For purposes of the Expense Support and Conditional Reimbursement Agreement, “Operating Expenses” means the Fund’s Total Operating Expenses (as defined below), excluding base management fees, incentive fees, distribution and stockholder servicing fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses and “Total Operating Expenses” means all of the Fund’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies.

However, no Reimbursement Payment for any quarter will be made if: (1) the Effective Rate of Distributions Per Share (as defined below) declared by the Fund at the time of such Reimbursement Payment is less than or equal to 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 at the time of such Reimbursement Payment is greater than or equal to the Operating Expense Ratio (as defined below) at the time the Expense Payment was made to which such Reimbursement Payment relates. For purposes of the Expense Support and Conditional 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 stockholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses in any quarter by the Fund’s average net assets in such quarter.

The specific amount of expenses paid by the Adviser, if any, will be determined at the end of each quarter. The Fund or the Adviser may terminate the Expense Support and Conditional Reimbursement Agreement at any time, with or without notice. The Expense Support and Conditional Reimbursement Agreement will automatically terminate in the event of (a) the termination of the Third Amended and Restated Advisory Agreement, or (b) the Board of the Fund making a determination to dissolve or liquidate the Fund. Upon termination of the Expense Support and Conditional Reimbursement Agreement, the Fund will be required to fund any Expense Payments, subject to the aforementioned requirements per the Expense Support and Conditional Reimbursement Agreement, that have not been reimbursed by the Fund to the Adviser.

As of June 30, 2026, the amount of Expense Payments provided by the Adviser since inception is $4,874,139, of which $4,199,150 has been reimbursed. The remainder is no longer subject to reimbursement. The Fund has not received expense support from the Adviser since 2020 and has not made reimbursement payments since 2022.

Transfer Agency Agreement

On September 26, 2017, the Fund and Alliance Bernstein Investor Services, Inc. (“ABIS”), an affiliate of the Fund, entered into an agreement pursuant to which ABIS provides transfer agent services to the Fund. The Fund bears the expenses related to the agreement with ABIS.

For the three and six months ended June 30, 2026, the Fund accrued $44,445 and $91,372, respectively, in transfer agent fees. For the three and six months ended June 30, 2025, the Fund recorded $41,883 and $80,253, respectively, in transfer agent fees. As of June 30, 2026 and December 31, 2025, $44,445 and $44,812, respectively, of accrued transfer agent fees remained payable.

Co-investment Activity

The Fund may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Fund, the Adviser and certain of their affiliates have been granted exemptive relief by the SEC for the Fund to co-invest with other funds managed by the Adviser or its affiliates in a manner consistent with the Fund’s investment objective, positions, policies, strategies and restrictions as

well as regulatory requirements and other pertinent factors. Pursuant to such exemptive relief, the Fund generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board makes certain conclusions in connection with certain co-investment transactions, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Fund and its stockholders and do not involve overreaching of the Fund or its stockholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Fund’s stockholders and its policy as recited in its filings with the SEC, and, (3) the Fund’s directors record in their minutes and preserve in their records a description of the transaction, their findings, the information or materials upon which their findings were based, and the basis for their findings. As a result of exemptive relief, there could be significant overlap in the Fund’s investment portfolio and the investment portfolio of other funds managed by the Adviser or its affiliates that could avail themselves of the exemptive relief and that have an investment objective similar to the Fund’s.

Affiliates

As defined in the Investment Company Act, an investment is deemed to be a “controlled affiliated person” of the Fund because the Fund owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. As defined in the Investment Company Act an investment is deemed to be an “affiliated person” of the Fund because the Fund owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. The table below presents the Fund’s affiliated investments:

 

 

Loan Type

Beginning
Fair Value
Balance

 

 

Gross
Additions
(1)

 

 

Gross
Reductions
(2)

 

 

Net Realized
Gain/Loss

 

 

Net Change in
Unrealized
Appreciation
(Depreciation)

 

 

Ending Fair
Value
Balance

 

 

Dividend,
Interest,
PIK and
Other
Income

 

For the six months ended June 30, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Controlled Affiliates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SBS Super Holdings, LLC (Class A and Class B Units)

 

Common Stocks

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Delaware Valley Management Holdings, Inc.

 

Term Loan

 

539,108

 

 

 

 

 

 

 

 

 

 

 

 

(1,887

)

 

 

537,221

 

 

 

 

Delaware Valley Management Holdings, Inc.

 

Delayed Draw Term Loan

 

106,210

 

 

 

 

 

 

 

 

 

 

 

 

(372

)

 

 

105,838

 

 

 

 

Delaware Valley Management Holdings, Inc.

 

Revolver

 

83,827

 

 

 

 

 

 

 

 

 

 

 

 

(293

)

 

 

83,534

 

 

 

 

Delaware Valley Management Holdings, Inc.

 

Delayed Draw Term Loan

 

56,748

 

 

 

 

 

 

 

 

 

 

 

 

(198

)

 

 

56,550

 

 

 

 

Total Non-Controlled
   Affiliates

 

 

$

785,893

 

 

$

 

 

$

 

 

$

 

 

$

(2,750

)

 

$

783,143

 

 

$

 

 

 

Loan Type

Beginning
Fair Value
Balance

 

 

Gross
Additions
(1)

 

 

Gross
Reductions
(2)

 

 

Net Realized
Gain/Loss

 

 

Net Change in
Unrealized
Appreciation
(Depreciation)

 

 

Ending Fair
Value
Balance

 

 

Dividend,
Interest,
PIK and
Other
Income

 

For the six months ended June 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Controlled Affiliates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SBS Super Holdings, LLC (Class A and Class B Units)

 

Common Stocks

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Delaware Valley Management Holdings, Inc.

 

Delayed Draw Term Loan

 

60,364

 

 

 

2,415

 

 

 

 

 

 

 

 

 

(2,839

)

 

 

59,940

 

 

 

 

Delaware Valley Management Holdings, Inc.

 

Delayed Draw Term Loan

 

112,997

 

 

 

4,520

 

 

 

 

 

 

 

 

 

(5,313

)

 

 

112,184

 

 

 

 

Delaware Valley Management Holdings, Inc.

 

Revolver

 

89,190

 

 

 

3,568

 

 

 

 

 

 

 

 

 

(4,236

)

 

 

88,522

 

 

 

 

Delaware Valley Management Holdings, Inc.

 

Term Loan

 

573,437

 

 

 

22,944

 

 

 

 

 

 

 

 

 

(26,972

)

 

 

569,429

 

 

 

 

Total Non-Controlled
   Affiliates

 

 

$

835,988

 

 

$

33,447

 

 

$

 

 

$

 

 

$

(39,360

)

 

$

830,075

 

 

$

 

 

(1)
Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.
(2)
Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.