3. SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Overview

On April 11, 2016, the Company entered into an investment advisory and management agreement (the “Former Investment Advisory Agreement”) with the Investment Adviser. The Former Investment Advisory Agreement remained in effect until December 16, 2024. On December 17, 2024, the Company entered into an amended and restated investment advisory and management agreement (the “Investment Advisory Agreement”) with the Investment Adviser. The Investment Advisory Agreement will remain in full force and effect so long as such continuance is specifically approved at least annually by (a) the vote of a majority of the Independent Directors in accordance with the requirements of the Investment Company Act, and (b) a vote of a majority of the Board of Directors or a majority of the Company's outstanding voting securities, as defined in the Investment Company Act. The Investment Advisory Agreement may, on 60 days’ written notice to the other party, be terminated in its entirety at any time without the payment of any penalty, by the Board of Directors or by vote of a majority of the Company’s outstanding voting securities, on the one hand, or by the Investment Adviser, on the other hand. The Investment Advisory Agreement will also automatically terminate in the event of its assignment (as defined in the Investment Company Act).

Management Services

Pursuant to the terms of the Investment Advisory Agreement, the Investment Adviser, subject to the overall supervision of the Board of Directors, manages the Company’s day-to-day operations and provides investment advisory and management services to the Company.

Investment Advisory Agreement

The Company entered into an amended and restated investment advisory agreement effective as of December 17, 2024 (the “Investment Advisory Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities.

Management Fee

The Company pays the Investment Adviser a management fee (the “Management Fee”), payable quarterly in arrears, equal to 0.25% (i.e., an annual rate of 1.00%) of the average of the NAV of the Company (including un-invested cash and cash equivalents) at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the Company's NAV as of such quarter-end). The Management Fee for any partial quarter will be appropriately prorated. The Investment Adviser waives a portion of its management fee payable by the Company in an amount equal to the management fees it earns as an investment adviser, if any, for any affiliated money market funds in which the Company invests.

For the three and nine months ended September 30, 2026, Management Fees amounted to $710 and $2,202. As of September 30, 2026, $710 remained payable. For the three and nine months ended September 30, 2025, Management fees amounted to $767 and $2,447.

Incentive Fee

The Incentive Fee shall be calculated as provided below and payable (i) in arrears at the end of each calendar year or (ii) in the event that this Agreement is terminated, as follows:

The amount of Incentive Fees payable in respect of such calendar year or upon termination, as applicable, shall equal the Incentive Fees calculated based on the methodology above, less the aggregate amount of any previously paid Incentive Fees, in each case determined on a cumulative basis from the Lookback Date (as defined below) through the end of such calendar year (or, if terminated, until the date of termination). For the avoidance of doubt the Incentive Fee payable in such calendar year shall be no less than zero.

“Contributed Capital” shall mean the aggregate amount of capital contributions that have been made by all Unitholders in respect of their Units to the Company. All distributions consisting of proceeds attributable to the repayment or disposition of any Investment to Unitholders (including for the avoidance of doubt, capital gains) will be considered a return of Contributed Capital. For the avoidance of doubt, unreturned Contributed Capital at any time shall equal aggregate Contributed Capital minus cumulative distributions (excluding, for the avoidance of doubt, any distributions of interest, dividends and fees) but shall never be less than zero.

“Cumulative Pre-Incentive Fee Net Return” for the relevant calendar year (or, if terminated, until the date of termination) shall mean (x) Pre-Incentive Fee Net Investment Income (as defined below) determined on a cumulative basis for the period from the Lookback Date through the end of such calendar year (or, if terminated, until the date of termination), plus (y) realized capital gains, computed net of all realized capital losses and unrealized capital depreciation determined on a cumulative basis for the period from the Lookback Date through the end of such calendar year (or, if terminated, until the date of termination). In no event will Cumulative Pre-Incentive Fee Net Return include unrealized capital appreciation. The Company will accrue for unrealized capital appreciation but will not pay any Incentive Fee with respect to unrealized capital appreciation. Capital appreciation would be includable in Cumulative Pre-Incentive Fee Net Return with respect to a given investment if the Company were to sell the investment and realize a capital gain. The Cumulative Pre-Incentive Fee Net Return considers the discount paid by the Buyer for the investments of the Company acquired in connection with the Merger, as well as the amount paid by the Buyer for the investments acquired prior to the Merger, and subsequently contributed into the Company.

“Hurdle Amount” shall mean an amount equal to 7.0%, per annum, compounded annually, on aggregate unreturned Contributed Capital, from the date each capital contribution is made through the date such capital has been returned.

“Lookback Date” shall mean December 17, 2024.

“Pre-Incentive Fee Net Investment Income” means, with respect to the relevant period, interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during such period, minus the Company’s operating expenses accrued during such period (including, without limitation, the Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred Units in the Company, but excluding the Incentive Fee). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Notwithstanding anything to the contrary herein, in no event will an amount be paid with respect to the Incentive Fee to the extent it would cause the aggregate amount of the Incentive Fee to be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.

If the Investment Advisory Agreement is terminated prior to termination of the Company (other than the Investment Adviser voluntarily terminating the Investment Advisory Agreement), the Company will pay to the Investment Adviser a final Incentive Fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date the Agreement is so terminated and will equal the amount of Incentive Fee that would be payable to the Investment Adviser if (a) all investments were liquidated for their current value (but without taking into account any unrealized appreciation of any Investment), and any unamortized deferred investment-related fees would be deemed accelerated, (b) the proceeds from such liquidation were used to pay all the Company’s outstanding liabilities, and (c) the remainder were distributed to Unitholders and paid as an Incentive Fee in accordance with the provisions set forth in paragraph (1) above. The Company will make the Final Incentive Fee Payment.

For the three and nine months ended September 30, 2026, the Company accrued unvested Incentive Fees of $(1,212) and $(669). As of September 30, 2026, $1,744 was payable in accordance with the terms of the Investment Advisory Agreement. For the three and nine months ended September 30, 2025, the company accrued unvested Incentive Fees of $565 and $2,407.

Expense Limitation

Pursuant to the Investment Advisory Agreement, Company expenses borne by the Company in the ordinary course on an annual basis (excluding the Management Fee, the Incentive Fee, organizational and start-up expenses, and leverage-related expenses (including among other things, participation-related expenses)) shall not exceed an amount equal to $4,250, provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap.

For the three and nine months ended September 30, 2026 and 2025, there were no reimbursements from the Investment Adviser pursuant to this provision.

Administration and Custodian Fees

The Company has entered into an administration agreement with State Street Bank and Trust Company (in such capacity, the “Administrator”) under which the Administrator provides various accounting and administrative services to the Company. The Company also reimburses the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator pays any compensation associated with such functions. The Administrator also serves as the Company’s Custodian. Administration and Custodian fees are included in the Consolidated Statements of Operations in Administration and custodian fees.

For the three and nine months ended September 30, 2026, the Company incurred expenses for services provided by the Administrator and the Custodian of $153 and $489. As of September 30, 2026, $124 remained payable. For the three and nine months ended September 30, 2025, the Company incurred expenses for services provided by the Administrator and the Custodian of $210 and $546.

Transfer Agent Fees

State Street Bank and Trust Company serves as the Company’s transfer agent (in such capacity the “Transfer Agent”), registrar and disbursing agent. Transfer Agent fees are included in the Consolidated Statements of Operations in Other general and administrative expenses.

For the three and nine months ended September 30, 2026, the Company incurred expenses for services provided by the Transfer Agent of $13 and $38. As of September 30, 2026, $8 remained payable. For the three and nine months ended September 30, 2025, the Company incurred expenses for services provided by the Transfer Agent of $1 and $48.

Affiliates

Due to Affiliates

The Investment Adviser pays certain general and administrative expenses, including legal expenses, on behalf of the Company in the ordinary course of business. As of September 30, 2026 and December 31, 2025, there were $319 and $260, respectively, included within Professional fees payable paid by the Investment Adviser and its affiliates on behalf of the Company.

Co-Investment Activity

In certain circumstances, the Company and certain other client accounts managed by the Investment Adviser (collectively with the Company, the “Accounts”, which may include proprietary accounts of Goldman Sachs) can make negotiated co-investments pursuant to an exemptive order from the SEC permitting it to do so. On May 21, 2025, the SEC granted the exemptive relief (the “Relief”) to the Investment Adviser, the BDCs advised by the Investment Adviser and certain other affiliated applicants, which superseded the prior co-investment exemptive relief received on November 16, 2022, as amended on June 25, 2024. If the Investment Adviser forms other funds in the future, the Company may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. Any such co-investments are subject to the applicable conditions of the Relief. Under the Relief, expenses of a single Account will be covered by that Account alone if those expenses were incurred solely by that Account due to its unique circumstances, such as legal and compliance expenses. Under the terms of the Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with certain co-investment transactions, including co-investment transactions in which an affiliate of the Company is an existing investor in the portfolio company, non-pro rata incremental investments and non-pro rata dispositions of investments, and the Board is required to maintain oversight of the Company’s participation in the co-investment program. Furthermore, the Relief requires that any transaction fee (as described in the Relief) received by the Investment Adviser and/or a participant in connection with a co-investment transaction will be distributed to the participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such co-investment transaction.