3. SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Management and Advisory Agreement

The Company entered into an investment management and advisory agreement effective as of October 19, 2022 (the “Investment Management 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”), accrued and payable quarterly in arrears. The Management Fee is calculated at, (i) prior to the calendar quarter-end that the aggregate amount of capital contributions to the Company made by Unitholders equals or exceeds $450 million, 0.325% (i.e., an annual rate of 1.30%), and (ii) on and after such date 0.2375% (i.e., an annual rate of 0.95%), in each case, of the average NAV of the Company at the end of the then-current calendar quarter and the prior calendar quarter. For the avoidance of doubt, the Management Fee for the Company's first quarter (i.e., the period beginning on the Initial Drawdown Date and ending on the last day of the quarter in which the Initial Drawdown Date occurred) shall be equal to 0.325% (i.e., an annual rate of 1.30%) of the average of the Company's NAV at the end of such quarter and zero. The Management Fee for any partial quarter will be appropriately prorated. The Management Fee will be reduced by an amount equal to any fees the Investment Adviser earns 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 $1,344 and $3,873. As of September 30, 2026, $1,344 remained payable. For the three and nine months ended September 30, 2025, Management Fees amounted to $1,413 and $4,125, respectively.

Incentive Fee

The Company pays to the Investment Adviser a quarterly incentive fee (the “Incentive Fee”) with respect to pre-incentive fee net investment income (as defined below) as follows:

The Hurdle Rate will be determined on a quarterly basis, and will be calculated by multiplying 1.25% by the Company's NAV at the beginning of each applicable calendar quarter, adjusted for the Company’s subscriptions and distributions during the applicable calendar quarter. The Incentive Fee will be calculated and paid quarterly in arrears. The Incentive Fee is a fee owed by the Company to the Investment Adviser and is not paid out of distributions made to Unitholders.

Pre-incentive fee net investment income means interest income, distribution income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the base Management Fee, expenses payable to State Street Bank and Trust Company (in such capacity, the "Administrator") under the Administration Agreement (as defined below), any interest expense and distributions paid on any issued and outstanding private equity securities, but excluding the Incentive Fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Investment Adviser is not obligated to return to Unitholders the Incentive Fee it receives on PIK interest that is later determined to be uncollectible in cash.

For the three and nine months ended September 30, 2026, the Company accrued Incentive Fees of $1,065 and $3,059, respectively. As of September 30, 2026, $1,065 remained payable. For the three and nine months ended September 30, 2025, Incentive Fees amounted to $931 and $2,488, respectively.

Administration and Custodian Fees

The Company has entered into an administration agreement (the "Administration Agreement") with 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 Other general and administrative expenses.

For the three and nine months ended September 30, 2026, the Company incurred expenses for services provided by the Administrator and the Custodian of $245 and $604. As of September 30, 2026, $105 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 $174 and $497, respectively.

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 $12 and $38. As of September 30, 2026, $14 remained payable. For the three and nine months ended September 30, 2025, the Company incurred expenses for services provided by the Transfer Agent of $12 and $37, respectively.

Affiliates

GSAM Holdings, LLC owned 500 of the Company's Units as of September 30, 2026 and December 31, 2025. The following table presents the Company’s affiliated investments (including investments in money market funds, if any):

Due to Affiliates

The Investment Adviser pays certain general and administrative expenses on behalf of the Company in the ordinary course of business. As of September 30, 2026 and December 31, 2025, there were $108 and $161, respectively, included within Professional fees payable that were 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.