On September 25, 2023, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) between the Company and the Investment Adviser. The Investment Adviser, subject to the overall supervision of the Board of Directors, manages our day-to-day operations and provides investment advisory and management services to the Company. The Investment Adviser is an indirect subsidiary of Jefferies Finance LLC (“JFIN”), a Delaware limited liability company, and a registered investment adviser under the Advisers Act. JFIN is a joint venture between (i) Jefferies Financial Group Inc. (a publicly traded company and the parent company for Jefferies LLC (“Jefferies”), a global securities and investment banking firm), and (ii) Massachusetts Mutual Life Insurance Company. The Investment Adviser, together with JFIN and its subsidiaries are referred to herein collectively as “Jefferies Finance.”

The Investment Advisory Agreement is effective for an initial two-year term and thereafter will continue for successive annual periods provided that such continuance is specifically approved annually by a majority of the Board of Directors or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent directors. The Board of Directors approved the continuance of the Investment Advisory Agreement for an additional one year period through September 25, 2027. 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 our Board of Directors, or by vote of a majority of our outstanding voting securities, on the one hand, or by the Investment Adviser, on the other hand. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the Investment Company Act and related SEC guidance and interpretations.

The Company will pay the Investment 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 stockholders.

The management fee will be payable quarterly in arrears at an annual rate of 1.25% of our net assets. The management fee will be calculated based on the average value of our net assets at the end of the most recently completed calendar quarter. Net assets means the Company’s total assets less liabilities determined on a consolidated basis in accordance with U.S. GAAP.

The incentive fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of our income and a portion is based on a percentage of our capital gains, each as described below.

The portion of the incentive fee that is based on a percentage of our income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of our net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from Portfolio Companies) accrued during the calendar quarter, minus our operating expenses accrued for the quarter (including the management fee, expenses payable under our Administration Agreement with our Administrator, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding shares of preferred stock, but excluding the incentive fee and any stockholder servicing and/or distribution fees).

Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash.

Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of our net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.75% per quarter (7.00% annualized).

We will pay the Investment Adviser an incentive fee quarterly in arrears with respect to our Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

•

100% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 2.00% (8.00% annualized). We refer to this portion of our Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 2.00%) as the “catch-up.” The “catch-up” is meant to provide the Investment Adviser with approximately 12.50% of our Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 2.00% in any calendar quarter; and

•

12.50% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 2.00% (8.00% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 12.50% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Investment Adviser.

These calculations are prorated for any period of less than three months and adjusted for any shares issued or repurchased during the relevant quarter.

The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar quarter in arrears. The amount payable equals:

Each year, the fee paid for the capital gains incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee for all prior periods. We will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Investment Adviser if we were to sell the relevant investment and realize a capital gain. In no event will the capital gains incentive fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.

The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated. For the avoidance of doubt, the incentive fee will be calculated net of our expenses before fee waivers and expense support. For the three and nine months ended September 30, 2026, the Company recognized $2.9 million and $7.8 million, respectively, of management fees, and $2.9 million and $8.1 million, respectively, of incentive fees. For the three and nine months ended September 30, 2025, the Company recognized $1.7 million and $4.3 million, respectively, of management fees, and $1.8 million and $4.5 million, respectively, of incentive fees. As of September 30, 2026 and December 31, 2025, management fees payable were $2.9 million and $2.0 million, respectively. As of September 30, 2026 and December 31, 2025, incentive fees payable were $2.9 million and $2.2 million.

On December 6, 2023, the Company entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser (i) has agreed to pay a portion of the Company’s Other Operating Expenses (as defined below) to the effect that such expenses do not exceed 1.00% (on an annualized basis) of the Company’s net asset value (“NAV”), and (ii) may elect to pay an additional portion of the Company’s expenses from time to time (each such payment, a “Voluntary Expense Payment”, and together with (i), “Expense Payments”). “Other Operating Expenses” means the Company’s total organizational and offering expenses, including the organizational and offering expenses in connection with the formation of the Company and the initial closing of the private offering that were incurred prior to the commencement of operations, and all other costs and expenses relating to the Company’s operations and transactions, excluding the management fee and the incentive fee, interest, fees and other expenses of financings, taxes, and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Company’s business.

Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess referred to in the Expense Support Agreement as “Excess Operating Funds”), the Company will pay such Excess Operating Funds, or a portion thereof, to the Investment Adviser until such time as all Expense Payments made by the Investment Adviser to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company under the Expense Support Agreement are referred to as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in Portfolio Companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The amount of the Reimbursement Payment for any calendar month will equal the lesser of (i) the Excess Operating Funds in such month and (ii) the aggregate amount of all Expense Payments made by the Investment Adviser to the Company within three years prior to the last business day of such calendar month that have not been previously reimbursed by the Company to the Investment Adviser; provided that the Investment Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar month, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future months pursuant to the terms of the Expense Support Agreement.

No Reimbursement Payment for any month shall be made if the Company’s Other Operating Expenses at the time of such Reimbursement Payment exceeds 1.00% (on an annualized basis, or 0.0833% monthly) of the Company’s NAV.

The Company’s obligation to make a Reimbursement Payment will automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Investment Adviser has waived its right to receive such payment for the applicable month.

During the three and nine months ended September 30, 2026, the Investment Adviser provided $1.6 million and $4.8 million, respectively, of expense support, including $1.6 million and $4.8 million, respectively, of Voluntary Expense Payments for the three and nine months ended September 30, 2026. During the three and nine months ended September 30, 2025, the Investment Adviser provided $1.3 million and $4.3 million, respectively, of expense support, including $1.3 million and $3.3 million, respectively, of Voluntary Expense Payments for the three and nine months ended September 30, 2025.

As of September 30, 2026 and December 31, 2025, the Company had an obligation to make a Reimbursement Payment of $0.6 million and $0.5 million, respectively, under the Expense Support Agreement which is recorded in Due to Investment Adviser in our Consolidated Statements of Assets and Liabilities. The cumulative amount incurred from the commencement of operations subject to future potential reimbursement is $16.7 million.

Either the Company or the Investment Adviser may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by us to the Investment Adviser will remain the obligation of the Company following any such termination, subject to the terms of the Expense Support Agreement.

Together with the Investment Adviser, we received an exemptive order from the SEC that permits us to participate in co-investment transactions with certain affiliates of the Investment Adviser and certain funds managed and controlled by the Investment Adviser and its affiliates in transactions that involve the negotiation of certain terms of the securities or loans to be purchased (in addition to price-related terms), subject to certain terms and conditions. Co-investment transactions involving the negotiation of only price-related terms will be entered into in reliance on SEC staff no-action letters. We intend to co-invest, from time to time, with other Accounts (as defined below) (including co-investment or other vehicles in which the Investment Adviser or its personnel invest and that co-invest with such other Accounts) in portfolio investments that are suitable for both the Company and such other Accounts. “Accounts” means Jefferies Finance’s own accounts, accounts of Jefferies Finance’s clients, including separately managed accounts (or separate accounts), pooled investment vehicles and collateralized loan obligations that are sponsored, managed or advised by Jefferies Finance or other Affiliate Investment Advisers (as defined below). “Affiliate Investment Advisers” means Accounts advised by our Investment Adviser or investment advisers that are affiliated with us. Even if the Company and such other Accounts invest in the same securities, conflicts of interest may still arise. For example, it is possible that as a result of legal, tax, political, regulatory, accounting or other considerations, the terms of such investment (including with respect to price and timing) for the Company and/or such other Accounts may not be the same. Additionally, the Company and/or such other Accounts may have different expected termination dates and/or investment objectives (including target return profiles) and the Investment Adviser, as a result, may have conflicting goals with respect to the price and timing of disposition opportunities.

Together with the Investment Adviser, we received an exemptive order (the “Multi-Class Order”) from the SEC to permit us to issue multiple classes of shares with varying sales loads, contingent deferred sales charges, and/or asset-based service and/or distribution fees. Under the terms of the Multi-Class Order, we offer three separate classes of shares designated as Class S Shares, Class D Shares, and Class I Shares. Each class of shares is subject to different fees and expenses. We may offer additional classes of shares in the future.

On May 14, 2025, the Board approved a distribution and servicing plan (the “Distribution and Servicing Plan”). The following table shows the shareholder servicing and/or distribution fees the Company pays the intermediary manager (the “Intermediary Manager”) with respect to the Class S, Class D and Class I common shares on an annualized basis as a percentage of the Company’s net asset value for such class.


	Shareholder Servicing and/or Distribution Fee as a % of Net Asset Value
Class S Shares		0.85	%
Class D Shares		0.25	%
Class I Shares		—

The shareholder servicing and/or distribution fees are paid monthly in arrears, calculated using the net asset value of the applicable class as of the beginning of the first calendar day of the month and subject to Financial Industry Regulatory Authority, Inc. and other limitations on underwriting compensation.

The Intermediary Manager will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the shareholder servicing and/or distribution fees with respect to Class S shares and Class D shares are calculated based on the aggregate net asset value for all of the outstanding shares of each such class, it reduces the net asset value with respect to all shares of each such class, including shares issued under the Company’s dividend reinvestment plan.

Eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S or Class D shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fee due to failure to provide these services, the Intermediary Manager will waive the shareholder servicing and/or distribution fee that broker would have otherwise been eligible to receive. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase and are similar to commissions.

For the three and nine months ended September 30, 2026, the Company accrued $0.1 million distribution and shareholder servicing fees attributable to Class S shares and Class D shares. For the three and nine months ended September 30, 2025, the Company accrued no distribution and shareholder servicing fees attributable to Class S shares and Class D shares.

On September 22, 2025, the Company entered into a dealer manager agreement (the “Dealer Manager Agreement”) among the Company, the Investment Adviser, and Ultimus Fund Distributors, LLC (the “Distributor”). Pursuant to the Dealer Manager Agreement, no upfront transaction fee will be paid with respect to Class I shares, Class S shares or Class D shares, however, if shareholders purchase Class S shares or Class D shares through certain financial intermediaries, they may directly charge shareholders transaction or other fees, including upfront placement fees or brokerage

commissions, in such amount as they may determine, provided that selling agents limit such charges to a 3.50% cap on NAV for Class S shares and a 1.50% cap on NAV for Class D shares.

The Distributor is a broker-dealer registered with the SEC and is a member of the Financial Industry Regulatory Authority (“FINRA”).

The Dealer Manager Agreement may be terminated at any time, without the payment of any penalty, by the Company or the Distributor with 60 days’ written notice. The Dealer Manager Agreement will automatically terminate in the event of its assignment, as defined in the Investment Company Act.

On October 19, 2023, the Company entered into a placement agreement (as amended on April 25, 2024, the “Placement Agreement”) among the Company, the Investment Adviser, Jefferies Credit Partners LLC (“JCP”), the parent company of the Investment Adviser, and Jefferies (the “Placement Agent”), pursuant to which the Investment Adviser engaged Jefferies as the placement agent for the sale of the Company’s shares of common stock. The Placement Agent agreed to use its reasonable best efforts to solicit purchasers for shares of the Company’s common stock, subject to the terms and conditions set forth in the Placement Agreement. Any fees or expenses payable to the Placement Agent under the Placement Agreement are the sole responsibility of JCP or the Investment Adviser, as applicable. The Company and the Investment Adviser have each jointly and severally agreed to indemnify the Placement Agent under the Placement Agreement subject to the terms and conditions thereunder. The Placement Agreement also contains representations, warranties and other provisions customary for transactions of this nature.

On September 8, 2025, the Company entered into an agreement (the “Distribution Agreement”) among the Company, the Investment Adviser, and MML Investors Services, LLC (“MML”), pursuant to which the Investment Adviser engaged MML as a placement agent for the sale of the Company’s shares of common stock. MML agreed to use its reasonable best efforts to solicit purchasers for shares of the Company’s common stock, subject to the terms and conditions set forth in the Distribution Agreement. The Company has agreed to indemnify MML under the Distribution Agreement subject to the terms and conditions thereunder. The Distribution Agreement also contains representations, warranties and other provisions customary for transactions of this nature.

As of September 30, 2026 and December 31, 2025, Due from Investment Adviser was $1.6 million and $0.6 million, respectively. As of September 30, 2026 and December 31, 2025, the Company had an obligation to make a Reimbursement Payment of $0.6 million and $0.5 million, respectively, under the Expense Support Agreement, which is recorded in Due to Investment Adviser in our Consolidated Statements of Assets and Liabilities.

In the normal course of business, certain of the Company’s expenses may be paid by an affiliate. These expenses are reimbursable by the Company to the affiliate. As of September 30, 2026 and December 31, 2025, expenses reimbursable to affiliates were $0.2 million and $0.2 million, respectively. Amounts reimbursable to affiliates are recorded in Accrued expenses and other liabilities in our Consolidated Statements of Assets and Liabilities.

We have entered into a License Agreement with JFIN, a Delaware limited liability company, that grants us a non-exclusive, non-transferable, and non-sublicensable license to the use of the trademark, service mark and trade name “Jefferies” and all variations thereof.