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

Investment Advisory Agreement

On August 31, 2023, the Fund entered into the Investment Advisory Agreement, pursuant to which the Adviser manages the Fund 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 Fund’s investments and monitoring its investments and portfolio companies on an ongoing basis.

The Investment Advisory Agreement is effective for an initial two-year term and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Fund’s outstanding voting securities and, in each case, a majority of the independent trustees. The Fund may terminate the Investment Advisory Agreement, without payment of any penalty, upon 60 days’ written notice. The Investment 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 Fund pays the Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a management fee and an incentive fee. The cost of both the management fee and the incentive fee will ultimately be borne by the members.

Base Management Fee

The base management fee will be payable quarterly in arrears at an annual rate of 1.00% of the value of the Fund’s adjusted net assets as of the end of the most recently completed calendar quarter. For purposes of the Investment Advisory Agreement, adjusted net assets means the Fund’s total net assets less any base management fees and incentive fees incurred by the Fund with respect to such calendar quarter end. The base management fee calculation will be prorated for any partial quarters.

For the three and six months ended June 30, 2026, the Fund incurred base management fees of $791 thousand and $1,474 thousand of which $0 and $0 was waived, respectively. For the three and six months ended June 30, 2025, the Fund incurred base management fees of $543 thousand and $981 thousand of which $0 and $0 was waived, respectively.

Incentive Fee

The Fund will pay to the Adviser an income-based incentive fee at the close of each fiscal year in which the Hurdle Rate (defined below) is exceeded, of 10% of the excess, if any, of (i) the Pre-Incentive Fee Net Gains (as defined below) of the Fund over (ii) the then balance, if any, of the respective Loss Recovery Account (as defined below) for the Units (each expressed as a percentage of the Fund’s fiscal year-end net asset value) before deduction of the Incentive Fee.

On July 1, 2025, the Fund entered into the Amended and Restated Investment Advisory Agreement. The Amended and Restated Investment Advisory Agreement limits the portion of the Incentive Fee sourced from capital gains such that it will not exceed 20.0% of the Fund’s realized capital gains on a cumulative basis from inception, calculated as of the end of each fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any Incentive Fees sourced from capital gains previously paid. The Amended and Restated Investment Advisory Agreement also removed unrealized gains from the definition of Pre-Incentive Fee Net Gains.

For the three and six months ended June 30, 2026, the Fund incurred incentive fees of $0 and $0 of which $0 and $0 was waived, respectively. For the three and six months ended June 30, 2025, the Fund incurred incentive fees of $(16) thousand and $336 thousand of which $0 and $0 was waived, respectively.

Expense Support and Conditional Reimbursement Agreement

On April 1, 2026, the Fund and the Adviser entered into an Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “Amended Expense Agreement”), which amended certain provisions of the Expense Support Agreement.

Under the Expense Support Agreement, the Adviser waived the Base Management Fee, paid and/or absorbed a portion of the Fund’s Other Operating Expenses in order that such expenses do not exceed 1.00% (on an annualized basis) of the Fund’s Aggregate Capital Commitments (as such terms were defined in the Expense Support Agreement, and, such limit, the “Expense Limitation”).

On August 31, 2023, the Fund entered into an expense support and conditional reimbursement agreement with the Adviser (the “Expense Support Agreement”). Under the terms of the Expense Support Agreement, the Adviser (i) shall pay a portion of the Fund’s Other Operating Expenses (as defined below) to the effect that such expenses do not exceed 1.00% (on annualized basis) of the Fund’s Aggregate Capital Commitments, and (ii) may elect to pay an additional 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. "Aggregate Capital Commitments" means the sum of all capital commitments made pursuant to subscription agreements between investors and the Fund, and all amounts paid to the Fund by upfront cash payments in connection with investors purchase of the Fund's units. “Other Operating Expenses” means the Fund’s organization and offering expenses, professional fees, directors fees, administration fees, and other general and administrative expenses, but excluding the Base Management Fee, taxes, interest expense, brokerage commissions, transaction-related expenses arising out of investments made by the Fund, credit facility arrangement fees, servicing fees and the Incentive Fees.

In addition, the Adviser agrees to waive the Base Management Fee payable to it (excluding the Incentive Fee) by the Fund and/or to pay or absorb expenses of the Fund (collectively, a “Waiver”) so that the Other Operating Expenses of the Fund will not exceed 1.00% (on annualized basis) of the Fund’s Aggregate Capital Commitments (the “Expense Limitation”).

The Fund agrees to carry forward, for a period not to exceed (3) three years from the date on which a Waiver is made by the Adviser, all fees and expenses in excess of the Expense Limitation that have been waived, paid or absorbed by the Adviser, and to repay the Adviser such amounts, provided the Fund is able to effect such repayment and remain in compliance with the Expense Limitation. To the extent that such repayment is due, it shall be made as promptly as possible, in conjunction with the next succeeding payment of the Base Management Fee to the Adviser. To the extent that the full amount of such waived amount or expense paid cannot be repaid as provided in the previous sentence within such applicable three-year period, such repayment obligation shall be extinguished.

For the three and six months ended June 30, 2026, and June 30, 2025, the Adviser made no support payments on behalf of the Fund. For the three and six months ended June 30, 2026, and June 30, 2025, the Fund made no reimbursement payments to the Adviser.

As of June 30, 2026, and December 31, 2025, the Fund had a receivable from the Adviser for expense support payments of $0 and $0, respectively.

Board of Directors' Fees

Each Independent Director is paid an annual fee equal to $50 thousand, payable by the Fund quarterly in arrears. The Fund also reimburses the expenses of the Independent Directors incurred in connection with their services as Independent Directors. The Independent Directors do not receive any pension or retirement benefits from the Fund.