Common use of Compensation; Allocation of Costs and Expenses Clause in Contracts

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including, but not limited to, payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the costs Company and expenses charged by any sub-administrator that may be retained by the Administrator to provide services (the Administrator, in its capacity as adviser pursuant to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operationInvestment Advisory Agreement, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant as amended from time to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). Costs The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses to be borne of its operation, administration and transactions not specifically assumed by the Corporation includeAdviser pursuant to the Advisory Agreement, but are not limited to, those relating to: including (without limitation): expenses deemed to be the “organization and offering expenses” of the Corporation Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee fee, any discounts and any discountsother similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering ExpensesCosts”); corporate and organizational expenses incurred by relating to offering of shares of Common Stock, subject to limitations included in the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptionsAgreement; the cost of calculating the CorporationCompany’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of shares of the Corporation’s common stock Common Stock and other securities; management fees and incentive fees expenses payable pursuant to under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Advisory Agreement; fees Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, performing due diligence on prospective portfolio companies and, if necessary, enforcing its the Company’s rights; escrow agent, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial feesfees and expenses; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; federal and state registration fees; , any stock exchange listing feesfees and fees payable to rating agencies; federal, state, local, state and other local taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and noticescertain travel expenses; costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration fees, listing fees and current reports with licenses, and the SECcompensation of professionals responsible for the preparation of the foregoing; the Corporation’s costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers/officers errors and omissions liability insurance, insurance and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copyinglong distance telephone and staff; fees and expenses associated with independent audits, telephone, fees of independent accountants and outside legal and consulting costs; and all other expenses costs of winding up; costs incurred by the Corporation or the Administrator in connection with administering the Corporationformation or maintenance of entities or vehicles to hold the Company’s businessassets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, including, but not limited to, payments under this Agreement based upon the Corporation’s Company will bear its allocable portion of the Administratorcosts of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s overhead officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in performing each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its obligations under this Agreement, including rent, travel and the affiliates) for an allocable portion of the cost compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Corporation’s chief compliance officer Company and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect acting on behalf of the CorporationCompany). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations obligations, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, including the costs except as otherwise provided herein and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation Fund and the Adviser Adviser, as amended from time to time (the “Advisory Agreement”). Costs Except as specifically provided herein or otherwise in the Advisory Agreement, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to: (a) investment advisory fees, including management fees and incentive fees, paid to be borne the Adviser pursuant to the Advisory Agreement; (b) the Fund’s allocable portion of compensation (including salaries, bonuses, benefits), overhead (including rent, office equipment and utilities) and other expenses incurred by the Corporation includeAdministrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of the Administrator or any of its affiliates; and (c) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to: (i) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Fund’s systems and those of participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee); (ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator or its affiliates), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board of Trustees, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide transactional legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative and accounting services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection with such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board of Trustees, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services); (iii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services; (iv) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities; (v) fees and expenses payable under any managing dealer and selected dealer agreements, if any; (vi) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, those relating to: the arranging thereof and related legal expenses; (vii) all fees, costs and expenses deemed of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources; (viii) costs incurred in connection with the formation or maintenance of entities or vehicles to be “organization hold the Fund’s assets for tax or other purposes; (ix) costs of derivatives and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12hedging; (x) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissionsincluding travel, the dealer manager fee entertainment, lodging and any discountsmeal expenses, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and Adviser, or members of its investment team, or payable to third parties, including agentsin evaluating, consultants developing, negotiating, structuring and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third partiesperforming due diligence on prospective portfolio companies, including agents, consultants and other advisors, relating to, or associated with, making investmentssuch expenses related to potential investments that were not consummated, and, if necessary, enforcing its the Fund’s rights, and valuing investments ; (xi) expenses (including thirdthe allocable portions of compensation and out-party valuation firms); placement agent fees of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser or its affiliates to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof; (xii) all fees, costs and expenses, rating agency if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, consulting and printing expenses; , reverse termination fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration and any liquidated damages, commitment fees that become payable under this Agreement; in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments; (xiii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it; (xiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees and underwriting costs; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, meals, accommodations and entertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses); (xv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of the Administrator as lessor in connection therewith)); (xvi) transfer agent, dividend agent and custodial fees; ; (xvii) fees and expenses associated with marketing efforts efforts; (including attendance at investment conferences and similar events); xviii) federal and state registration fees; , franchise fees, any stock exchange listing fees; federal, state, local, fees and other taxes; fees payable to rating agencies; (xix) independent directorstrustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, including and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; trustees; (xx) costs of preparing government filingsfinancial statements and maintaining books and records, including periodic costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and current attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing; (xxi) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby); (xxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any shareholder or Trustee meetings; (xxiii) proxy voting expenses; (xxiv) costs associated with an exchange listing; (xxv) costs of registration rights granted to certain investors; (xxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith; (xxvii) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund; (xxviii) all fees, costs and expenses associated with the Fund’s information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings or a combination thereof or other reasonable methods determined by the Administrator) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Fund and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations; (xxix) the Corporationcosts of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC; (xxx) costs associated with individual or group shareholders; (xxxi) fidelity bond, directors trustees and officers/officers errors and omissions liability insurance, insurance and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; ; (xxxii) direct costs and expenses of administration, including printing, mailing, copying, long distance telephone, fees copying and secretarial and other staff; (xxxiii) all fees, costs and expenses of independent accountants winding up and outside legal costsliquidating the Fund’s assets; (xxxiv) extraordinary expenses (such as litigation or indemnification); (xxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation and all other expenses incurred by filing of filings required under the Corporation Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Fund or reports to be filed with the Administrator CFTC, reports, disclosures, filings and notifications prepared in connection with administering the Corporation’s businesslaws and/or regulations of jurisdictions in which the Fund engages in activities, includingincluding any notices, but not limited toreports and/or filings required under the AIFMD, payments under this Agreement based upon the Corporation’s allocable portion European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Administrator’s overhead in performing Adviser relating to the Fund and its obligations under this Agreementaffiliates relating to the Fund, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffsactivities) and/or other regulatory filings, including operations and tax professionals, and administrative staff providing support services in respect notices or disclosures of the Corporation.th

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) . The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, operation and transactions and that are not specifically assumed by the CorporationCompany’s investment adviser adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated as of [•], 2021, the same date hereof by and between the Corporation Company and the Adviser (the “Advisory Agreement”)Adviser. Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”)offering; expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and other advisorslegal counsel), in monitoring the financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the CorporationCompany’s common stock, preferred stock and other securities; investment advisory and management and incentive fees fees; administration fees, if any, payable pursuant to the Advisory under this Agreement; fees payable to third parties, including agents, consultants and or other advisors, relating to, or associated with, evaluating and making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the Company’s shares on any exchange listing feessecurities exchange; federal, state, local, state and other local taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current filing reports with or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the CorporationCompany’s allocable portion of the fidelity bond, directors and officers/officers and errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff, fees of independent accountants auditors and outside legal costs; and all other expenses incurred by the Corporation Company or the Administrator in connection with administering the CorporationCompany’s business, including, but not limited to, including payments under this Agreement based upon the CorporationCompany’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost salaries and benefits expenses of the CorporationCompany’s chief compliance officer and officer, treasurer, chief financial officer and controller and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”)transactions. Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” offering; valuing the Corporation's assets and computing its net asset value per share (including the cost and expenses of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”independent valuation firm); expenses incurred by the Adviser and Advisor or payable to third parties, including agents, consultants or other advisors and other advisorstravel expense, in monitoring the financial and legal affairs for the Corporation and in monitoring the Corporation's investments and enforcing the Corporation's rights in respect of such investment; performing due diligence on the Corporation's prospective portfolio companies; interest payable on debt, if any, incurred to finance the Corporation's investments; distributions on shares; offerings of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s 's common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; transfer agent and incentive custody fees payable pursuant and expenses; the allocated costs of providing managerial assistance to the Advisory Agreementthose portfolio companies that require it; fees payable to third parties, including agents, consultants and or other advisors, relating to, or associated with, evaluating and making and disposing of investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent brokerage fees and expenses, rating agency expensescommissions; fees to arrange debt financings for the Corporation; distributions on 's dues, fees and charges of any trade association of which the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request itCorporation is a member; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the Corporation's shares on any exchange listing feessecurities exchange; federal, state, local, state and other local taxes; independent directors’ ' fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsand filing reports, registration statements, prospectuses or other documents required by the SEC, including periodic printing costs; costs of any reports, proxy statements or other notices to stockholders, including printing and current reports with mailing costs; the SECexpenses of holding shareholder meetings; the Corporation’s 's allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff, fees of independent accountants auditors and outside legal costs; litigation and indemnification and other extraordinary or non recurring expenses; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s 's business, including, but not limited to, including payments under this Agreement based upon the Corporation’s 's allocable portion of the Administrator’s 's overhead in performing its obligations under this Agreement, including rent, travel rent and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer 's officers and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations including the Company’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, including . Except as specifically provided herein or otherwise in the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and Management Agreement between the Corporation Company and the Adviser (the “Advisory Investment Management Agreement”), the Company anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Company, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. Costs The Company will bear all other costs and expenses of the Company’s operations, administration and transactions, including, but not limited to: 1) investment advisory fees, including management fees and incentive fees, to be borne the Adviser, pursuant to the Investment Management Agreement; 2) the Company’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Corporation includeAdministrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer, general counsel and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any personnel of ▇▇▇▇▇▇ ▇▇▇▇▇▇ or any of its affiliates providing non-investment related services to the Company; and 3) all other expenses of the Company’s operations, administrations and transactions including, without limitation, those relating to: (i) organization and offering expenses associated with the offering of securities (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Company’s systems and those of participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Company’s transfer agent, fees to attend retail seminars sponsored by participating intermediaries and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee); (ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators and sub-administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by ▇▇▇▇▇▇ ▇▇▇▇▇▇), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Company if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide legal advice and/or services to the Company or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Company and (y) expenses and fees to provide administrative and accounting services to the Company or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Company or affiliates in connection such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Company or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services of the same skill and expertise); (iii) the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; (iv) the cost of effecting any sales and repurchases of the Company’s common shares of beneficial interest and other securities; (v) fees and expenses payable under any intermediary manager and selected intermediary agreements, if any; (vi) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Company, including, but not limited to, those relating to: the arranging thereof and related legal expenses; (vii) all fees, costs and expenses deemed of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources; (viii) costs incurred in connection with the formation or maintenance of entities or vehicles to be “organization hold the Company’s assets for tax or other purposes; (ix) costs of derivatives and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12hedging; (x) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissionsincluding travel, the dealer manager fee entertainment, lodging and any discountsmeal expenses, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and Adviser, or members of its investment team, or payable to third parties, including agentsin evaluating, consultants developing, negotiating, structuring and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third partiesperforming due diligence on prospective portfolio companies, including agents, consultants and other advisors, relating to, or associated with, making investmentssuch expenses related to potential investments that were not consummated, and, if necessary, enforcing its the Company’s rights, and valuing investments ; (xi) expenses (including thirdthe allocable portions of compensation and out-party valuation firms); placement agent fees of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board or any committees thereof; (xii) all fees, costs and expenses, rating agency if any, incurred by or on behalf of the Company in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, consulting and printing expenses; , reverse termination fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration and any liquidated damages, commitment fees that become payable under this Agreement; in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments; (xiii) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (xiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees and underwriting costs; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, meals, accommodations and entertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses); (xv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Company directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Company’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of ▇▇▇▇▇▇ ▇▇▇▇▇▇ as lessor in connection therewith)); (xvi) transfer agent, dividend agent and custodial fees; ; (xvii) fees and expenses associated with marketing efforts efforts; (including attendance at investment conferences and similar events); xviii) federal and state registration fees; , franchise fees, any stock exchange listing fees; federal, state, local, fees and other taxes; fees payable to rating agencies; (xix) independent directorstrustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, including and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; trustees; (xx) costs of preparing government filingsfinancial statements and maintaining books and records, including periodic costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and current attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing; (xxi) all fees, costs and expenses associated with the preparation and issuance of the Company’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Company and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Company or the Adviser or its affiliates in connection with such provision of services thereby); (xxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any shareholder or Trustee meetings; (xxiii) proxy voting expenses; (xxiv) costs associated with an exchange listing; (xxv) costs of registration rights granted to certain investors; (xxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Company and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Company and the amount of any judgments, fines, remediation or settlements paid in connection therewith; (xxvii) all fees, costs and expenses of any litigation, arbitration or audit involving the Company, any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Company; (xxviii) all fees, costs and expenses associated with the Company’s information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings or a combination thereof or other reasonable methods determined by the Administrator) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Company and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations; (xxix) the Corporationcosts of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Company’s election to be treated as a BDC; (xxx) costs associated with individual or group shareholders; (xxxi) fidelity bond, directors trustees and officers/officers errors and omissions liability insurance, insurance and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; ; (xxxii) direct costs and expenses of administration, including printing, mailing, copying, long distance telephone, fees copying and secretarial and other staff; (xxxiii) all fees, costs and expenses of independent accountants winding up and outside legal costsliquidating the Company’s assets; (xxxiv) extraordinary expenses (such as litigation or indemnification); (xxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings; notices or disclosures related to the Company’s activities (including, without limitation, expenses relating to the preparation and all other expenses incurred by filing of filings required under the Corporation Securities Act, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Company or reports to be filed with the Administrator CFTC, reports, disclosures, filings and notifications prepared in connection with administering the Corporation’s businesslaws and/or regulations of jurisdictions in which the Company engages in activities, includingincluding any notices, but not limited toreports and/or filings required under the AIFMD, payments under this Agreement based upon the Corporation’s allocable portion European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Administrator’s overhead in performing Adviser relating to the Company and its obligations under this Agreementaffiliates relating to the Company, including rentand their activities) and/or other regulatory filings, travel and the allocable portion notices or disclosures of the cost of the Corporation’s chief compliance officer Adviser and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.its affiliates

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) . The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, administration and transactions and not specifically assumed by the Corporation’s investment adviser Oaktree Capital Management, L.P. (the “Adviser”), ) pursuant to that certain Investment Advisory Agreement, dated as of [•]September 30, 2021, 2019 (the “Investment Advisory Agreement”) by and between the Corporation Company and the Adviser (the “Advisory Agreement”)Adviser. Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: expenses deemed to be “organization and (a) offering expenses” ; (b) diligence and monitoring of the Corporation for purposes of Conduct Rule 2310(a)(12Company’s investments; (c) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost costs of calculating the CorporationCompany’s net asset value; (d) the cost of effecting sales and repurchases of shares of the CorporationCompany’s common stock and other securities; (e) management and incentive fees payable pursuant to the Investment Advisory Agreement; (f) fees payable to third parties, including agents, consultants and other advisors, parties relating to, or associated with, making investments, and, if necessary, enforcing its rights, investments and valuing investments (including third-party valuation firms); placement agent fees and expenses(g) transfer agent, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent trustee and custodial fees; (h) interest payments and other costs related to the Company’s borrowings; (i) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (j) federal and state registration fees; (k) any exchange listing fees; (l) federal, state, local, state and other local taxes; (m) independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; (n) brokerage commissions; (o) costs of winding up and liquidation; (p) litigation, indemnification and other extraordinary or non-reoccurring expenses; (q) dues, fees and charges of any trade association of which the Company is a member; (r) costs of proxy statements, stockholders’ reports and notices; (s) costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s (t) fidelity bond, directors liability insurance and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development (u) and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; costs and all other direct expenses incurred by either the Corporation Administrator or the Administrator Company in connection with administering the CorporationCompany’s business, including, but not limited to, including payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Fund shall reimburse the Administrator for the fees, costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including it being understood and agreed that, except as otherwise provided herein or in the costs and expenses charged by any sub-administrator that may be retained by Advisory Agreement, the Administrator to provide services to (or the Corporation or on Adviser, if not the Administrator’s behalf. ) shall be solely responsible for the compensation of its investment professionals and its allocable portion of the compensation of any personnel that provide it operational or administrative services, as well as the allocable portion of overhead expenses (bincluding rent, office equipment and utilities) attributable thereto. The Corporation will Fund shall bear all other fees, costs and expenses that are incurred in connection with its operation, administration, administration and transactions and that are not specifically assumed by the Corporation’s investment adviser Administrator (or the “Adviser”), if not the Administrator) pursuant to that certain Investment the Advisory Agreement or the Administrator pursuant to this Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation Fund include, but are not limited to, those relating to: (a) the costs and expenses deemed to be “associated with the Fund’s organization and offering expenses” any offerings of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this AgreementCompany’s securities, such expenses, exclusive of commissions, the dealer manager fee including any underwriting discounts or commissions and any discounts, are hereinafter referred to as “Organization related legal or accounting fees and Offering Expenses”)expenses; expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; (b) the cost of calculating the CorporationFund’s net asset value, including the cost of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Fund’s shares of the Corporation’s common stock and other securities, including in connection with any tender offers or repurchase offers; (d) the cost and expenses relating to the establishment or operation of any credit facility or other leverage the Fund may utilize; (e) the cost and expenses relating to any material acquisition, merger, consolidation, reorganization, asset sale or other business combination involving the Fund (f) interest payable on debt, if any, incurred by the Fund; (g) a management fee (the “Management Fee”) and incentive fees related expenses payable pursuant to the Advisory Agreement; (h) the cost and expenses relating to the investigation, acquisition, monitoring or disposition of investments, including any travel-related expenses, brokerage fees or commission and any legal, accounting or due diligence fees or expenses relating thereto; (i) fees payable to third parties, including agents, consultants and other advisors, parties relating to, or associated with, making or valuing investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent legal fees and expensesexpenses and fees and expenses associated with performing due diligence reviews of prospective investments and advisory fees as well as expenses associated with such activities; (j) the costs associated with protecting the Fund’s interests in its investments, rating agency expensesincluding legal fees; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) transfer agent and custodial fees; (l) fees and expenses associated with marketing and investor relations efforts (including attendance at investment conferences and similar events); (m) federal and state registration fees; (n) any exchange listing fees; (o) federal, state, local, local and foreign taxes; (p) fees and expenses (including travel and other taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at costs associated with the discretion or performance of responsibilities) for the benefit of, members of the independent directorsBoard whom are not “interested persons” of the Fund or the Adviser as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Directors”); (q) costs and expenses associated with any annual or special meeting of the Fund’s shareholders; (r) brokerage fees or commissions; (s) costs of preparing, printing and disseminating proxy statements, stockholdersshareholders’ reports and other notices; (t) costs of preparing and submitting government filings, including periodic and current reports with the SEC; the Corporation’s (u) fidelity bond, directors liability insurance and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; (v) direct costs and expenses of administration, including printing, mailing, copying, telephone, long distance telephone and staff; (w) fees of and expenses associated with independent accountants audits and outside accounting and legal costs; (x) costs associated with the Fund’s reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws; (y) all other fees and expenses payable to third parties retained by the Administrator (or the Adviser, if not the Administrator) to provide administrative services to the Fund on its behalf pursuant to this Agreement, including but not limited to any sub-administrators or compliance providers; and (z) all other expenses incurred by the Corporation either the Fund or the Administrator (or the Adviser, if not the Administrator), together with any affiliates thereof, in connection with administering the CorporationFund’s business, including, but not limited to, including payments made under this Agreement based upon the CorporationFund’s allocable portion of overhead and other expenses incurred by the Administrator (or the Adviser, if not the Administrator’s overhead ), together with any affiliates thereof, in performing its obligations to the Fund under this Agreement, including rent, travel the fees and expenses associated with performing administrative functions, and the Fund’s allocable portion of the cost costs of the Corporation’s chief compliance officer compensation, benefits and chief financial officer related expenses of its Chief Financial Officer, Chief Compliance Officer, and their respective staffsany administrative support staff, including operations and tax professionals, and administrative staff providing support services in respect of the Corporationaccounting personnel.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator Administrator, or cause VCC Advisors, LLC, the Company’s investment adviser (the “Adviser”), to reimburse the Administrator, for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunderunder this Agreement, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation Company or on the Administrator’s behalf. (b) The Corporation Company will bear all out-of-pocket costs and expenses that are incurred in of its operationoperations and transactions, administrationincluding, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited towithout limitation, those relating to: expenses deemed to be “(i) organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12Shares; (ii) the Company’s fees and expenses related to any Liquidity Event (as defined in the Company’s private placement memorandum, as amended, the “Memorandum”) or the wind down and/or liquidation and dissolution of the Financial Industry Regulatory Authority Company; (for purposes iii) calculating the Company’s net asset value (including the cost and expenses of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”independent valuation firm); (iv) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants and or other advisorsadvisers, in connection with monitoring the financial and legal affairs of for the CorporationCompany and in providing administrative services, monitoring the Company’s investments and news and quotation subscriptions; performing due diligence on the cost of calculating the CorporationCompany’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, prospective portfolio investments or otherwise relating to, or associated with, evaluating and making investments, and; (v) fees and expenses incurred in connection with debt, if necessaryany, enforcing its rightsincurred to finance the Company’s investments or operations, and valuing investments payment of interest and repayment of principal on such debt; (including third-party valuation firms); placement agent vi) fees and expensesexpenses related to sales and repurchases of the Shares and other securities; (vii) investment advisory and management fees; (viii) administration fees, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees if any, payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (ix) transfer agent agent, sub-administrator and custodial fees; fees (x) expenses relating to the issue, repurchase and expenses associated with marketing efforts transfer of Shares to the extent not borne by the relevant transferring Shareholders and/or assignees; (including attendance at investment conferences and similar events); xi) federal and state registration fees; any exchange listing fees(xii) all costs associated with a Public Listing (as defined in the Memorandum); (xiii) federal, state, local, state and local taxes and other taxesgovernmental charges assessed against the Company; (xiv) independent directors’ fees and expensesexpenses and the costs associated with convening a meeting of the Board or any committee thereof; (xv) fees and expenses and the costs associated with convening a meeting of the Shareholders or holders of any preferred Shares, including any legal counsel or other advisors retained by, or at as well as the discretion or compensation of an investor relations professional responsible for the benefit of, coordination and administration of the independent directorsforegoing; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; (xvi) costs of preparing government filingsand filing reports or other documents required by the SEC, the Financial Industry Regulatory Authority or other regulators; (xvii) costs of any reports, proxy statements or other notices to Shareholders, including periodic printing and current reports with mailing costs; (xviii) costs and expenses related to the SECpreparation of the Company’s financial statements and tax returns; (xix) the CorporationCompany’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; (xx) direct costs and expenses of administration, including printing, mailing, copying, long distance telephone, fees of and copying; (xxi) independent accountants auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company; (xxii) compensation of other third-party professionals to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; (xxiii) costs and expenses (excluding travel) of the Adviser, in connection with identifying and investigating investment opportunities for the Company, monitoring the investments of the Company and disposing of any such investments; (xxiv) portfolio risk management costs; (xxv) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees) and other assets; (xxvi) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or sale of securities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (xxvii) costs of amending, restating or modifying the Charter, the Bylaws, the Investment Advisory Agreement by and between the Company and the Adviser, the Agreement or related documents of the Company or related entities; (xxviii) fees, costs, and expenses incurred in connection with any restructuring, initial public offering or reorganization of the Company or related entities, the termination, liquidation or dissolution of the Company or related entities, or the required redemption of all or substantially all outstanding Shares (including the fees and expenses associated with any such transaction); (xxix) the expense reimbursements set forth in this Agreement; and (xxx) all other properly and reasonably chargeable expenses incurred by the Corporation Company or the Administrator in connection with administering the CorporationCompany’s business, including, but not limited to, payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel rent and the allocable portion of the cost of the CorporationCompany’s chief compliance officer Chief Compliance Officer and chief financial officer Chief Financial Officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the costs Company and expenses charged by any sub-administrator that may be retained by the Administrator to provide services (the Administrator, in its capacity as adviser pursuant to the Corporation or on Advisory Agreement, the Administrator’s behalf. “Adviser”), as amended from time to time (b) the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, administration and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), Adviser pursuant to that certain Investment the Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: expenses deemed to be “the cost of its organization and offering expenses” any offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Corporation for purposes Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of Conduct Rule 2310(a)(12) borrowings or other financing arrangements; costs of the Financial Industry Regulatory Authority (for purposes of this Agreement, such hedging; expenses, exclusive of commissionsincluding travel expense, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, performing due diligence on prospective portfolio companies and, if necessary, enforcing its the Company’s rights; escrow agent, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial feesfees and expenses; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; federal and state registration fees; , any stock exchange listing feesfees and fees payable to rating agencies; federal, state, local, state and other local taxes; independent directors’ fees and expenses including certain travel expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration fees, listing fees and current reports with licenses, and the SECcompensation of professionals responsible for the preparation of the foregoing; the Corporation’s costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers/officers errors and omissions liability insurance, insurance and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copyinglong distance telephone and staff; fees and expenses associated with independent audits, telephone, fees of independent accountants and outside legal and consulting costs; and all other expenses costs of winding up; costs incurred by the Corporation or the Administrator in connection with administering the Corporationformation or maintenance of entities or vehicles to hold the Company’s businessassets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, including, but not limited to, payments under this Agreement based upon the Corporation’s Company will bear its allocable portion of the Administratorcosts of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s overhead officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in performing each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its obligations under this Agreement, including rent, travel and the affiliates) for an allocable portion of the cost compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Corporation’s chief compliance officer Company and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect acting on behalf of the CorporationCompany). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

Compensation; Allocation of Costs and Expenses. (a) The Fund hereby agrees to compensate the Administrator for its services pursuant to this Agreement with an annual fee equal to 0.10% of the Fund’s average daily net assets. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. In addition, in full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) . The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, administration and transactions and not specifically assumed by the Corporation’s investment adviser Oaktree Fund Advisors, LLC (the “Adviser”), ) pursuant to that certain ▇▇▇▇▇▇▇ and Restated Investment Advisory Agreement, dated as of [•]April 30, 2021, 2025 (the “Investment Advisory Agreement”) by and between the Corporation Company and the Adviser (the “Advisory Agreement”)Adviser. Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: expenses deemed to be “organization and (a) offering expenses” ; (b) diligence and monitoring of the Corporation for purposes of Conduct Rule 2310(a)(12Company’s investments; (c) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost costs of calculating the CorporationCompany’s net asset value; (d) the cost of effecting sales and repurchases of shares of the CorporationCompany’s common stock and other securities; (e) management and incentive fees payable pursuant to the Investment Advisory Agreement; (f) fees payable to third parties, including agents, consultants and other advisors, parties relating to, or associated with, making investments, and, if necessary, enforcing its rights, investments and valuing investments (including third-party valuation firms); placement agent fees and expenses(g) transfer agent, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent trustee and custodial fees; (h) interest payments and other costs related to the Company’s borrowings; (i) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (j) federal and state registration fees; (k) any exchange listing fees; (l) federal, state, local, state and other local taxes; (m) independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; (n) brokerage commissions; (o) costs of winding up and liquidation; (p) litigation, indemnification and other extraordinary or non-reoccurring expenses; (q) dues, fees and charges of any trade association of which the Company is a member; (r) costs of proxy statements, stockholders’ reports and notices; (s) costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s (t) fidelity bond, directors liability insurance and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development (u) and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; costs and all other direct expenses incurred by either the Corporation Administrator or the Administrator Company in connection with administering the CorporationCompany’s business, including, but not limited to, including payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the AdministratorOFS Services, the Corporation Company shall reimburse the Administrator OFS Services for the costs and expenses incurred by the Administrator OFS Services in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may which shall be retained by the Administrator equal to provide services to the Corporation or an amount based on the AdministratorCompany’s behalfallocable portion (subject to review and approval of the Board) of OFS Services’ overhead in performing its obligations under this Agreement, including rent, necessary software licenses and subscriptions and the allocable portion of the cost of the Company’s officers, including a chief executive officer, chief financial officer, chief compliance officer, chief accounting officer, and corporate secretary, if any, and their respective staffs. To the extent OFS Services outsources any of its functions, the Company shall pay the fees associated with such functions on a direct basis without profit to OFS Services. (b) The Corporation will Other than those expenses specifically assumed by the Advisor pursuant to the Investment Advisory Agreement, the Company shall bear all costs and expenses that are incurred in its operation, administrationadministration and transactions, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited to, including those relating to: expenses deemed to be “: (i) organization and offering expenses” of the Corporation for purposes Company; (ii) calculating the Company’s net asset value (including the cost and expenses of Conduct Rule 2310(a)(12any independent valuation firm); (iii) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee fees and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and Advisor payable to third parties, including agents, consultants and or other advisors, in monitoring the financial and legal affairs of for the Corporation, Company and news in monitoring the Company’s investments and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments, and; (iv) interest payable on debt, if necessaryany, enforcing its rights, incurred to finance the Company’s investments; (v) sales and valuing investments repurchases of the Company’s common stock and other securities; (vi) distributions on the Company’s common stock and other securities; (vii) investment advisory and management fees (including third-party valuation firmsin respect of the operations of the Company’s small business investment company subsidiary); placement agent ; (viii) administration fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees if any, payable under this Agreement; ; (ix) the allocated costs incurred by the Administrator OFS Services as administrator in providing managerial assistance to those portfolio companies of the Company that request it; ; (x) transfer agent, dividend paying and reinvestment agent and custodial fees; fees and expenses; (xi) out-of-pocket fees and expenses associated with marketing efforts efforts; (including attendance at investment conferences and similar events); xii) federal and state registration fees; ; (xiii) all costs of registration and listing the Company’s shares on any exchange listing fees; securities exchange; (xiv) federal, state, local, state and other local taxes; ; (xv) independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; ; (xvi) brokerage commissions; costs of proxy statements, stockholders’ reports and notices; ; (xvii) costs of preparing government filingsand filing reports or other documents required by the SEC or other regulators; (xviii) costs of any reports, proxy statements or other notices to shareholders, including periodic and current reports with printing costs; (xix) the SEC; the CorporationCompany’s allocable portion of any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; ; (xx) indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; ; (xxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff, fees of independent accountants auditors and outside legal costs; (xxii) proxy voting expenses; and and (xxiii) all other expenses incurred by the Corporation Company or the Administrator OFS Services in connection with administering the CorporationCompany’s business, including, but not limited to, payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Investor Services Administrator, the Corporation shall reimburse the Investor Services Administrator for the costs and expenses incurred by the Investor Services Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by . The Investor Services Administrator shall not be entitled to any sub-administrator that may additional compensation hereunder. The reimbursement to be retained received by the Investor Services Administrator to provide services in respect of its personnel, overhead and other internal costs related to the Corporation or on the Investor Service Administrator’s behalfperformance of its obligations under this Agreement shall not exceed $2,700,000 in the aggregate during the initial public offering period for the sale of the Company’s common stock (the “Investor Services Cap” and any such excess, the “Investor Services Excess”). The Investor Services Administrator acknowledges and agrees that neither the Company nor any other person or entity shall have any obligation to pay the Investor Services Excess to the Investor Services Administrator. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•[ ], 20212012, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” offering; calculating the Corporation’s net asset value (including the cost and expenses of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”independent valuation firms); expenses incurred by the Adviser and Adviser, Investor Services Administrator, Prospect Administration LLC (the “Administrator”), or affiliates thereof, including those payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and other advisorslegal counsel, and in the case of the Investor Services Administrator, relating to, or associated with transfer agent and custodial fees), in monitoring the financial and legal affairs of for the Corporation, Corporation and news and quotation subscriptions; the cost of calculating in monitoring the Corporation’s net asset valueinvestments and performing due diligence on its prospective investments; interest payable on debt, if any, incurred to finance the cost of effecting sales and repurchases of shares Corporation’s investments; offerings of the Corporation’s debt, common stock and other securities; investment advisory and management and incentive fees fees; administration fees, if any, payable pursuant to the Advisory under this Agreement; fees payable to third parties, including agents, consultants and or other advisors, relating to, or associated with, evaluating and making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the Corporation’s securities on any exchange listing feessecurities exchange; federal, state, local, state and other local taxes; independent directorsDirectors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsand filing reports or other documents required by the SEC or any other governmental agency; costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with the SECprinting costs; the Corporation’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff, fees of independent accountants auditors and outside legal costs; research, subscription and market data expenses including, without limitation, news and quotation equipment and services; computer software specific to the business of the Corporation; any unreimbursed expenses incurred in connection with transactions not consummated; routine overhead expenses of Adviser and investment affiliates; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s businessbusiness or the Investor Services Administrator in connection with services performed by the Investor Services Administrator under this Agreement, includingincluding payments under the agreement with the Administrator based upon the Corporation’s allocable portion of the Administrator’s and the Adviser’s overhead in performing their obligations under this Agreement and the Advisory Agreement, but not limited toincluding rent, and the allocable portion of the cost of the Corporation’s chief compliance officer, chief administrative officer, and chief financial officer and their respective staffs, and payments under this Agreement based upon the Corporation’s allocable portion of the Investor Services Administrator’s personnel, overhead and other internal costs in performing its obligations under this Agreement, including rent, travel and Agreement (subject to the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services Investor Services Cap set forth in respect of the CorporationSection 5(a) hereof).

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) . The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), Adviser pursuant to that certain Investment the Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: expenses deemed to be “: (a) accounting, legal, printing, clerical, filing, and other organization and offering expenses” expenses incurred in connection with the organization of the Corporation for purposes Company and the initial offering of Conduct Rule 2310(a)(12its shares of its common stock (the “Offering”); (b) expenses with respect to acquisition and disposition of investments, including all costs and fees incident to the identification, selection, and investigation of prospective Company investments, including associated due diligence expenses such as travel expenses and professional fees: (c) brokerage and commission expense and other transaction costs incident to the acquisition and dispositions of investments; (d) federal, state, and local taxes and fees, including transfer taxes and filing fees, incurred by or levied upon the Company; (e) interest charges and other fees in connection with borrowings by the Company; (f) fees and expenses payable to the SEC and any fees and expenses of state securities regulatory authorities; (g) expenses of preparing, printing, filing, and distributing reports and notices to stockholders and regulatory bodies including the SEC; (h) costs of proxy solicitation and meetings of stockholders and the Board; (i) charges and expenses of the Financial Industry Regulatory Authority Company’s custodian, administrator, and transfer and dividend disbursing agent; (for purposes j) compensation and expenses of this Agreementthe Company’s directors who are not interested persons of the Company or the Adviser, such and of any of the Company’s officers who are not interested persons of the Adviser; expenses of all directors in attending meetings of the Board or stockholders; (k) all costs of registration and listing of the Company’s shares on any securities exchange; (l) legal and auditing fees and expenses, exclusive including expenses incident to the documentation for, and consummation of, transactions; (m) costs of commissionscertificates representing the shares of the Company’s common stock; (n) costs and expenses of administration, including rent, technology systems, printing, mailing, long distance telephone, copying, secretarial and other staff, stationery, and supplies; (o) the dealer manager fee costs of membership by the Company or its directors or executive officers in any trade organizations; (p) expenses associated with litigation and other extraordinary or non-recurring expenses; (q) any discounts, are hereinafter referred insurance premiums (including fidelity bond and directors and officers errors and omission liability insurance premiums); (r) expenses of offering the Company’s common stock and other securities including registering securities under federal and state securities laws; (s) costs of calculating the Company’s net asset value including the costs of third party evaluations or appraisals of the Company (or its assets) or its investments; (t) the costs of providing significant managerial assistance offered to as “Organization and Offering Expenses”); accepted by the recipient of Company investments; (u) fees and expenses (including expenses incurred by the Adviser and Adviser) payable to third parties, including agents, consultants and consultants, or other advisors, advisors in monitoring the financial and legal affairs of the Corporation, Company and news the Company’s investments; and (v) investment advisory and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, andfees; (w) administration fees, if necessaryany, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts ; (including attendance at investment conferences and similar events); federal and state registration fees; any exchange listing fees; federal, state, local, and x) all other taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants directly allocable and outside legal costsidentifiable to the Company or its business or investments; and and (y) all other expenses incurred by the Corporation Company or the Administrator in connection with administering the CorporationCompany’s business, including, but not limited to, including payments under this Administration Agreement based upon the CorporationCompany’s allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its obligations under this Administration Agreement, including rent, travel rent and the allocable portion of the cost of the CorporationCompany’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) . The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, administration and transactions and not specifically assumed by the Corporation’s investment adviser Oaktree Capital Management, L.P. (the “Adviser”), ) pursuant to that certain Investment Advisory Agreement, dated as of [•]October 17, 2021, 2017 (the “Investment Advisory Agreement”) by and between the Corporation Company and the Adviser (the “Advisory Agreement”)Adviser. Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: expenses deemed to be “organization and (a) offering expenses” ; (b) diligence and monitoring of the Corporation for purposes of Conduct Rule 2310(a)(12Company’s investments; (c) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost costs of calculating the CorporationCompany’s net asset value; (d) the cost of effecting sales and repurchases of shares of the CorporationCompany’s common stock and other securities; (e) management and incentive fees payable pursuant to the Investment Advisory Agreement; (f) fees payable to third parties, including agents, consultants and other advisors, parties relating to, or associated with, making investments, and, if necessary, enforcing its rights, investments and valuing investments (including third-party valuation firms); placement agent fees and expenses(g) transfer agent, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent trustee and custodial fees; (h) interest payments and other costs related to the Company’s borrowings; (i) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (j) federal and state registration fees; (k) any exchange listing fees; (l) federal, state, local, state and other local taxes; (m) independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; (n) brokerage commissions; (o) costs of winding up and liquidation; (p) litigation, indemnification and other extraordinary or non-reoccurring expenses; (q) dues, fees and charges of any trade association of which the Company is a member; (r) costs of proxy statements, stockholders’ reports and notices; (s) costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s (t) fidelity bond, directors liability insurance and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development (u) and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; costs and all other direct expenses incurred by either the Corporation Administrator or the Administrator Company in connection with administering the CorporationCompany’s business, including, but not limited to, including payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the costs Company and expenses charged by any sub-administrator that may be retained by the Administrator to provide services (the Administrator, in its capacity as adviser pursuant to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operationInvestment Advisory Agreement, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant as amended from time to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). Costs The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses to be borne of its operation, administration and transactions not specifically assumed by the Corporation includeAdviser pursuant to the Advisory Agreement, but are not limited to, those relating to: including (without limitation): expenses deemed to be “organization and offering expenses” expenses of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority Company (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee fee, any discounts and any discountsother similar expenses paid by investors at the time of sale of the stock of the Company, are hereinafter referred to as “Organization and Offering ExpensesCosts”); corporate and organizational expenses incurred by relating to offering of shares of common stock, subject to limitations included in the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptionsAgreement; the cost of calculating the CorporationCompany’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant costs related to the Advisory Agreementconstruction, leasing, development of real estate properties; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the investment team, or payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, performing due diligence on prospective investments and, if necessary, enforcing its the Company’s rights; escrow agent, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial feesfees and expenses; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; federal and state registration fees; , any stock exchange listing feesfees and fees payable to rating agencies; federal, state, local, state and other local taxes; independent directorstrustees’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and noticescertain travel expenses; costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration fees, listing fees and current reports with licenses, and the SECcompensation of professionals responsible for the preparation of the foregoing; the Corporation’s costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs); the costs of any stockholder or trustee meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors trustees and officers/officers errors and omissions liability insurance, insurance and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copyinglong distance telephone and staff; fees and expenses associated with independent audits, telephone, fees of independent accountants and outside legal and consulting costs; and all other expenses costs of winding up; costs incurred by the Corporation or the Administrator in connection with administering the Corporationformation or maintenance of entities or vehicles to hold the Company’s businessassets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under applicable law. Notwithstanding anything to the contrary contained herein, includingat the request of the Administrator, but not limited to, payments under this Agreement based upon the Corporation’s Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Administrator’s overhead officers, employees and agents who provide financial, operational or administrative services hereunder, their respective staffs and other professionals who provide services to the Administrator or to Company (including, in performing each case, officers, employees or agents of the Adviser or an affiliate of the Administrator) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial, operational or administrative services to the Company or the Administrator. Accordingly, if requested by the Administrator, the Company shall reimburse the Administrator (or its obligations under this Agreement, including rent, travel and affiliates) for the allocable portion of the cost compensation, benefits and related administrative expenses (including travel expenses) paid by the Administrator (or its affiliates) to such individuals (based on the percentage of time such individuals devote, on the Administrator’s estimated basis, to the business affairs of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services Company and/or in respect acting on behalf of the CorporationCompany). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) . The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, administration and transactions and that are not specifically assumed by the Corporation’s investment Administrator in its capacity as adviser (the “Adviser”), ) pursuant to that certain the Investment Advisory Agreement, dated as of [•], 2021, Agreement by and between the Corporation Company and the Adviser Adviser, as amended from time to time (the “Advisory Agreement”), or another related agreement, written arrangement or set of policies. Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: expenses deemed to be “: a) the cost of the Company’s organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12any offerings; b) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the CorporationCompany’s net asset value; , including the cost of any third-party valuation services; c) the cost of effecting any sales and repurchases of shares of the Corporation’s common stock and other securities; management securities of the Company; d) fees and incentive fees expenses payable pursuant to under this Agreement, the Advisory Agreement; Agreement and any dealer manager agreements; e) debt service and other costs of borrowings or other financing arrangements; f) costs of derivatives and hedging; g) fees and expenses, including travel expenses, incurred by the Adviser, or members of the investment team of Vista Credit Partners, L.P., or payable to third parties, parties (including agents, the fees and expenses of consultants and other advisorsexperts) whom may assist the Adviser in, relating to, or associated with, making investments, performing due diligence on prospective portfolio companies and, if necessary, enforcing its rightsthe Company’s rights and, and valuing investments (including third-party valuation firms); placement agent fees and expensesif requested in the case of the Administrator, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those the portfolio companies that request it; companies; h) escrow agent, transfer agent and custodial fees; fees and expenses; i) fees and expenses associated with marketing efforts (efforts, including attendance at investment conferences and similar events); ; j) federal and state registration fees; , any stock exchange listing fees; fees and fees payable to rating agencies; k) federal, state, local, state and other local taxes; ; l) independent directors’ fees and expenses; m) all travel and related expenses of the Company’s and Adviser’s directors, officers, managers, agents and employees incurred in connection with attending meetings of the Board or holders of our securities or performing other business activities that relate to the Company, including any legal counsel or other advisors retained by, or at such expenses that are incurred in accordance with the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports Adviser’s travel and notices; expense policy; n) costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration fees, listing fees and current reports licenses, and the compensation of professionals responsible for the preparation of the foregoing; o) the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs); p) proxy voting expenses; q) costs associated with the SEC; listing of the CorporationCompany’s common stock on a national securities exchange, if any; r) the costs of any stockholder or director meetings or events and the compensation of personnel responsible for the preparation of the foregoing and related matters; s) commissions and other compensation payable to brokers or dealers; t) research and market data; u) fidelity bond, directors and officers/officers errors and omissions liability insurance, insurance and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; ; v) direct costs and expenses of administration, including printing, mailing, copyinglong distance telephone and staff; w) fees and expenses associated with independent audits, telephone, fees of independent accountants and outside legal and consulting costs; and all other expenses , including any costs related to retaining affiliates of Vista Equity Partners Management, LLC (together with its affiliates, “Vista”) to provide operational and/or value creation-related consulting services with respect to prospective or actual portfolio companies of the Company (including employees of Vista’s Value Creation Team and/or the Vista Consulting Group); x) costs of winding up; y) costs incurred by the Corporation or the Administrator in connection with administering the Corporationformation or maintenance of entities or vehicles to hold the Company’s businessassets for tax or other purposes; z) costs of specialty and custom software for monitoring risk, includingcompliance and the overall portfolio, but not limited to, payments under this Agreement based upon including any information technology-related development and implementation costs incurred (in the Corporation’s allocable portion case of each of the Administratorforegoing costs, expenses will be borne based on methodology chosen by the Adviser); aa) costs and expenses of computer software used by or for the benefit of the Company and research related and market data expenses including portfolio management systems, news and quotation equipment, software and services, and broker, finders’, financing, and appraisal fees (including costs of any third-party valuation agents or pricing services); bb) costs and expenses (including travel in accordance with the Adviser’s overhead travel and expense policy) in performing its connection with the diligence and oversight of our service providers; cc) extraordinary expenses (such as litigation or indemnification); dd) costs associated with reporting and compliance obligations under this Agreementthe 1940 Act and applicable federal and state securities laws; ee) dues, including rent, travel fees and charges of any trade association of which the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.Company is a member; and

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the costs Company and expenses charged by any sub-administrator that may be retained by the Administrator to provide services (the Administrator, in its capacity as adviser pursuant to the Corporation or on Investment Advisory Agreement, the Administrator’s behalf. “Adviser”), as amended from time to time (b) the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, administration and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), Adviser pursuant to that certain Investment the Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: expenses deemed to be “the cost of its organization and offering expenses” any offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Corporation for purposes Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of Conduct Rule 2310(a)(12) borrowings or other financing arrangements; costs of the Financial Industry Regulatory Authority (for purposes of this Agreement, such hedging; expenses, exclusive of commissionsincluding travel expense, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, performing due diligence on prospective portfolio companies and, if necessary, enforcing its the Company’s rights; escrow agent, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial feesfees and expenses; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; federal and state registration fees; , any stock exchange listing feesfees and fees payable to rating agencies; federal, state, local, state and other local taxes; independent directors’ fees and expenses including certain travel expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration fees, listing fees and current reports with licenses, and the SECcompensation of professionals responsible for the preparation of the foregoing; the Corporation’s costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers/officers errors and omissions liability insurance, insurance and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copyinglong distance telephone and staff; fees and expenses associated with independent audits, telephone, fees of independent accountants and outside legal and consulting costs; and all other expenses costs of winding up; costs incurred by the Corporation or the Administrator in connection with administering the Corporationformation or maintenance of entities or vehicles to hold the Company’s businessassets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, including, but not limited to, payments under this Agreement based upon the Corporation’s Company will bear its allocable portion of the Administratorcosts of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s overhead officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in performing each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its obligations under this Agreement, including rent, travel and the affiliates) for an allocable portion of the cost compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Corporation’s chief compliance officer Company and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect acting on behalf of the CorporationCompany). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the costs Company and expenses charged by any sub-administrator that may be retained by the Administrator to provide services (the Administrator, in its capacity as adviser pursuant to the Corporation or on Advisory Agreement, the Administrator’s behalf. “Adviser”), as amended from time to time (b) the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, administration and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), Adviser pursuant to that certain Investment the Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: expenses deemed to be “the cost of its organization and offering expenses” any offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Corporation for purposes Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of Conduct Rule 2310(a)(12) borrowings or other financing arrangements; costs of the Financial Industry Regulatory Authority (for purposes of this Agreement, such hedging; expenses, exclusive of commissionsincluding travel expense, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, performing due diligence on prospective portfolio companies and, if necessary, enforcing its the Company’s rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; federal and state registration fees; , any stock exchange listing feesfees and fees payable to rating agencies; federal, state, local, state and other local taxes; independent directors’ fees and expenses including certain travel expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation of professionals responsible for the preparation of the foregoing; the Corporation’s costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers/officers errors and omissions liability insurance, insurance and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copyinglong distance telephone and staff; fees and expenses associated with independent audits, telephone, fees of independent accountants and outside legal and consulting costs; and all other expenses costs of winding up; costs incurred by the Corporation or the Administrator in connection with administering the Corporationformation or maintenance of entities or vehicles to hold the Company’s businessassets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, including, but not limited to, payments under this Agreement based upon the Corporation’s Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the Administratorcompensation paid by the Adviser (or its affiliates) to the Company’s overhead in performing its obligations under this Agreement, including rent, travel Chief Compliance Officer and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer Chief Financial Officer and their respective staffsstaffs (based on a percentage of time such individuals devote, including operations and tax professionalson an estimated basis, and administrative staff providing support services in respect to the business affairs of the CorporationCompany). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•]_________, 20212009, by and between the Corporation and the Adviser (the “or that certain Sub-Advisory Agreement”), dated as of ______, 2009, by and among the Corporation, the Adviser and the Corporation’s sub-adviser. Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” offering; calculating the Corporation’s net asset value (including the cost and expenses of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”independent valuation firm); fees and expenses incurred by the Adviser and payable to third parties, including Service Providers, agents, consultants and consultants, auditors, outside legal counsel or other advisors, in monitoring the financial and legal affairs of for the Corporation, Corporation and news and quotation subscriptions; the cost of calculating in monitoring the Corporation’s net asset valueinvestments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; interest payable on debt, if any, incurred to finance the cost of effecting sales and repurchases of shares Corporation’s investments; offerings of the Corporation’s common stock and other securities; investment advisory and management and incentive fees payable pursuant to the Advisory Agreementfees; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent administration fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees if any, payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts Agreement (including attendance at investment conferences and similar events); federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including, but not limited to, payments under this Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel rent and the allocable portion of the cost of the Corporation’s officers, including a chief compliance officer, chief financial officer, risk management officer and chief financial officer legal counsel, if any, and their respective staffs); transfer agent, dividend agent and custodial fees and expenses; federal and state registration fees; all costs of registration and listing the Corporation’s shares on any securities exchange; federal, state and local taxes; independent Directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC or other regulators; costs of any reports, proxy statements or other notices to stockholders, including operations printing costs; the Corporation’s allocable portion of any fidelity bond, directors and tax professionalsofficers/errors and omissions liability insurance, and administrative staff providing support services any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; proxy voting expenses and all other expenses incurred by the Corporation or the Administrator in respect of connection with administering the Corporation’s business.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) . The Corporation Company will bear all costs and expenses that are incurred in its organization, operation, administration, administration and transactions and not (x) specifically assumed by the Corporation’s investment adviser Oaktree Fund Advisers, LLC (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser ] (the “Investment Advisory Agreement”)) or (y) advanced and covered by the Adviser pursuant to that certain Expense Support and Conditional Reimbursement Agreement, dated as of [•]. Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: (a) all costs, fees, expenses deemed to be “and liabilities incurred in connection with the formation and organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) Company and the offering and sale of the Financial Industry Regulatory Authority Company’s common shares of beneficial interest (“Common Shares”), including expenses of registering or qualifying securities held by the Company for purposes sale and blue sky filing fees, costs associated with technology integration between the Company’s systems and those of this Agreementparticipating intermediaries, such reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, exclusive design and website expenses, fees and expenses of commissionsthe Company’s escrow agent and transfer agent, fees to attend retail seminars sponsored by participating intermediaries and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the dealer manager fee shareholder servicing fee; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs, and, if necessary, enforcing rights in respect of investments (to the extent an investment opportunity is being considered for the Company and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred other funds or accounts managed by the Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other funds and payable to third parties, including agents, consultants accounts pro rata based on the anticipated allocation of such investment opportunity between the Company and the other advisors, in monitoring the financial funds and legal affairs of the Corporation, and news and quotation subscriptionsaccounts); (c) the cost of calculating the CorporationCompany’s net asset valuevalue (including the cost of any third-party valuation firms); (d) the cost of effecting sales and repurchases of shares of the Corporation’s common stock Common Shares and other securities; (e) management and incentive fees payable pursuant to the Investment Advisory Agreement; (f) fees and expenses payable under any distribution manager and selected intermediary agreements, if any; (g) costs and expenses of any sub-administration agreements entered into by the Administrator; (h) fees payable to third parties, including agents, consultants and other advisors, parties relating to, or associated with, making investments, and, if necessary, enforcing its rights, investments and valuing investments (including third-party valuation firms); (i) retainer, finder’s, placement, adviser, consultant, custodian, sub-custodian, depository (including a depository appointed pursuant to the AIFM Directive (as defined below) or pursuant to any national private placement regime in any jurisdiction, a Swiss representative and paying agent appointed pursuant to the Swiss representative and paying agent appointed pursuant to the Swiss Collective Investment Schemes Act (as amended) and the implementation thereof), transfer agent, trustee, disbursal, brokerage, registration, legal and other similar fees, commissions and expenses attributable to making or holding investments; (j) the reporting, filing and other compliance requirements (including expenses associated with the initial registrations, filings and compliance) contemplated by the AIFM Directive or any national private placement regime in any jurisdiction (including any reporting required in connection with Annex IV of the AIFM Directive); (k) fees and expenses, rating agency expensesexpenses associated with marketing efforts (including travel and attendance at investment conferences and similar events); fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated (l) allocable out-of-pocket costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent (m) fees, interest and custodial feesother costs payable on or in connection with any indebtedness; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); n) federal and state registration feesfees and other governmental charges; (o) any exchange listing fees; (p) federal, state, local, state and other local taxes; (p) independent directors’ trustee’s fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; (q) brokerage commissions; (r) costs of proxy statements, stockholdersshareholders’ reports and noticesnotices and any other regulatory reporting expenses; (s) costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s (t) fidelity bond, directors liability insurance and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including (u) printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; (v) costs of winding up and liquidation; (w) litigation, indemnification and other extraordinary or non-recurring expenses; (x) dues, fees and charges of any trade association of which the Company is a member; (y) research and software expenses, quotation equipment and services and other expenses incurred in connection with data services, including subscription costs, providing real-time price feeds, real-time news feeds, securities and company information, and company fundamental data attributable to such investments; (z) costs and expenses relating to investor reporting and communications; (aa) costs of preparing financial statements and maintaining books and records, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, the Commodity Futures Trading Commission and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing; (bb) all other out-of-pocket expenses, fees and liabilities that are incurred by the Company or by the Adviser on behalf of the Company or that arise out of the operation and activities of the Company, including expenses related to organizing and maintaining persons through or in which investments may be made and the allocable portion of any Adviser costs, including personnel, incurred in connection therewith; (cc) accounting expenses, including expenses associated with the preparation of the financial statements and tax information reporting returns of the Company and the filing of various tax withholding forms and treaty forms by the Company; (cc) the allocable portion of the compensation of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs; and (dd) all other expenses incurred by the Corporation Administrator, an affiliate of the Administrator or the Administrator Company in connection with administering the CorporationCompany’s business, including payments under this Agreement to the Administrator or such affiliate in an amount equal to the Company’s allocable portion of overhead and other expenses incurred by the Administrator or such affiliate in performing its obligations and services under this Agreement, such as rent and the Company’s allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, payments under this Agreement based upon marketing, legal and other services performed by the Corporation’s Administrator or such affiliate for the Company. For the avoidance of doubt, the Company will bear its allocable portion of the Administratorcosts of the compensation, benefits, and related administrative expenses (including travel expenses) of the Company’s overhead officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in performing each case, employees of the Administrator or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Administrator (or its obligations under this Agreement, including rent, travel and the affiliates) for an allocable portion of the cost compensation paid by the Administrator (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Corporation’s chief compliance officer Company and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect acting on behalf of the CorporationCompany). From time to time, the Administrator or its affiliates may pay third-party providers of goods or services. The Company will reimburse the Administrator or such affiliates thereof for any such amounts paid on the Company’s behalf.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of for the provision of the services of provided by the AdministratorAdministrator under this Agreement, the Corporation shall Company will reimburse the Administrator for the its costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities services hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including, but not limited to, payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement. Reimbursement permitted to be made by the Company to the Administrator shall include, but is not limited to the allocable portion of rent and the compensation paid to, or compensatory distributions received by, the Company’s officers (including the chief compliance officer and chief financial officer) and any of their respective staff who provide services to the Company, operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s ▇▇▇▇▇▇▇▇-▇▇▇▇▇ internal control assessment. (b) The Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by ▇▇▇▇▇▇ Creek Investment Management LLC (the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of [●], 2020 (the “Investment Advisory Agreement”), by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: (i) the Company’s initial organization costs and operating costs incurred prior to the filing of its election to be treated as a BDC; (ii) the costs of effecting sales and repurchase of shares of the Company’s common stock and other securities; (iii) costs incurred in calculating the Company’s net asset value (including the cost and expenses of any third-party valuation services); (iv) distribution and shareholder servicing fees payable to the Company’s dealer manager and financial intermediaries; (v) fees payable to third parties, including rentconsultants or other advisors, relating to making investments, including the Adviser’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments; (vi) the Company’s allocable share of costs associated with technology-related expenses, including any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors or affiliates of the Adviser that is used for the Company, technology service providers and related software/hardware utilized in connection with the Company’s investment and operational activities; (vii) interest expense and other costs associated with the Company’s indebtedness; (viii) transfer agent and custodial fees; (ix) out-of-pocket fees and expenses associated with marketing efforts; (x) federal and state registration fees and any stock exchange listing fees; (xi) U.S. federal, state, and local taxes; fees and expenses associated with the independent directors of the Board; (xii) brokerage commissions and markups; (xiii) fidelity bond, directors’ and officers’ liability insurance and other insurance premiums; (xiv) direct costs, such as printing, mailing, long distance telephone and staff; (xv) fees and expenses associated with independent audits and outside legal costs; (xvi) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act and other applicable U.S. federal and state securities laws; and (xvii) other expenses incurred by the Administrator or the Company in connection with administering the Company’s business, including payments under this agreement that will be based upon the Company’s allocable portion of overhead costs, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs. The presence of an item in or its absence from the foregoing list, including operations and tax professionalson the one hand, and administrative staff providing support services the list of Company expenses set forth in respect Section 2(b) of Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the CorporationCompany for such expense under either Agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the Company.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities (including rent, office equipment and utilities) for the Company’s use hereunder, including it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the costs Company and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically assumed by the Corporation’s investment adviser Sierra Crest Investment Management LLC (the “Adviser”), pursuant as amended from time to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities) that do not relate to the services provided to the Company hereunder. Costs For the avoidance of doubt, the parties agree that the Company will bear all expenses associated with contractual obligations of the Company existing prior to the effective date of this Agreement, including those that may become unnecessary or redundant but cannot be terminated. The Company will bear all expenses of its operations and expenses to be borne by the Corporation includetransactions, but are not limited to, including (without limitation except as noted) those relating to: expenses deemed to be “the cost of its organization and offering expenses” any offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Corporation for purposes Common Stock and other securities; fees and expenses payable under any dealer manager or placement agent agreements, if any; debt service and other costs of Conduct Rule 2310(a)(12) borrowings or other financing arrangements; costs of the Financial Industry Regulatory Authority (for purposes of this Agreement, such hedging; expenses, exclusive of commissionsincluding travel expense, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and Adviser, or members of the Investment Team, or payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, performing due diligence on prospective portfolio companies and, if necessary, enforcing its the Company’s rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; federal and state registration fees; , any stock exchange listing feesfees and fees payable to rating agencies; federal, state, local, state and other local taxes; independent directors’ fees and expenses including certain travel expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation of professionals responsible for the preparation of the foregoing; the Corporation’s costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers/officers errors and omissions liability insurance, insurance and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copyinglong distance telephone and staff; fees and expenses associated with independent audits, telephone, fees of independent accountants and outside legal and consulting costs; and all other expenses costs of winding up; costs incurred by the Corporation or the Administrator in connection with administering the Corporationformation or maintenance of entities or vehicles to hold the Company’s businessassets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, including, but not limited to, payments under this Agreement based upon the Corporation’s Company shall reimburse the Administrator (or its affiliates) for an allocable portion of the Administratorcompensation paid by the Administrator (or its affiliates) to the Company’s overhead in performing its obligations under this Agreement, including rent, travel Chief Compliance Officer and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer Chief Financial Officer and their respective staffsstaffs (based on a percentage of time such individuals devote, including operations and tax professionalson an estimated basis, and administrative staff providing support services in respect to the business affairs of the CorporationCompany).

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation Company or on the Administrator’s behalf. Specifically, the reimbursements made by the Company to the Administrator shall include, but not be limited to: (i) the allocable portion of the Administrator’s rent for the Company’s General Counsel, Chief Compliance Officer, Chief Financial Officer, and their respective staffs; (ii) the allocable portion of the cost of the Company’s General Counsel, Chief Compliance Officer, Chief Financial Officer and their respective staffs; (iii) costs associated with (a) the monitoring and preparation of regulatory reporting, including registration statement, registration statement amendments, prospectus supplements, proxy statements and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications; and (iv) all fees, costs and expenses associated with the engagement of a Sub-Administrator. (b) The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the CorporationCompany’s investment adviser management (the “AdviserInvestment Manager”), pursuant to that certain Investment Advisory Management Agreement, dated as of [•], 20212024, by and between the Corporation Company and the Adviser (the “Advisory Agreement”)Investment Manager. Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: direct and indirect costs and expenses deemed incurred by the Investment Manager for office space rental, office equipment, utilities and other non-compensation related overhead allocable to be “performance of investment advisory services by the Investment Manager, including the costs and expenses of due diligence of potential investments, monitoring performance of the Company’s investments and disposing of investments, serving as directors and officers of portfolio companies, providing managerial assistance to portfolio companies ,enforcing the Company’s rights in respect of its investments and disposing of investments (including, without limitation, the fees and expenses of outside counsel, accountants, consultants, experts and other third party service providers), valuation, pricing and monitoring services, research expenses (including market data, research analytics and news feeds), rating expenses, origination fees, loan servicing, loan administration, due diligence expenses, investment banking and finders’ fees, appraisal fees, clearing and settlement charges, brokerage fees, custodial fees, stamp and transfer taxes, hedging costs, travel expenses, broken deal expenses and expenses associated with developing, licensing implementing, maintaining or upgrading the web portal, website, extranet tools, computer software (including accounting, investor tracking, investor reporting, ledger systems, financial management and cybersecurity) or other administrative or reporting tools (including subscription-based services) for the benefit of the Company; the Company’s organization and offering expenses” ; expenses incurred in valuing the Company’s assets and computing the Company’s net asset value (including the cost and expenses of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”independent valuation firm); fees and expenses incurred by the Adviser and Administrator or payable to third parties, including agents, consultants or other advisers, or affiliates of the Investment Manager in connection with monitoring financial, legal, regulatory, and other advisors, compliance affairs for the Company and in monitoring the financial Company’s investments and legal affairs of performing due diligence on the Corporation, and news and quotation subscriptions; the cost of calculating the CorporationCompany’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating prospective portfolio companies or otherwise related to, or associated with, evaluating and making investmentsinvestments and in providing administrative services; interest and any other amounts (including without limitation commitment fees, andprincipal payments, outside counsel fees and agent fees) payable on debt, if necessaryany, enforcing its rights, incurred to finance the Company’s investments and valuing investments other fees and expenses related to the Company’s borrowings; expenses related to unsuccessful portfolio acquisition efforts; offerings of the Company’s common stock and other securities (including third-party valuation firmsunderwriting, placement agent and similar fees and commissions); placement agent fees investment advisory fees; third party investor hosting and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s sharessimilar platforms and service providers; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request itfees; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)expenses; federal and state registration fees; all costs of registration and listing the Company’s securities on any exchange listing feessecurities exchange; foreign, U.S. federal, state, local, state and other local taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsand filing reports or other documents required by the SEC, the Financial Industry Regulatory Authority or other regulators; costs of any reports, proxy statements or other notices to shareholders, including periodic and current reports printing costs; costs associated with the SECindividual or group shareholders; the CorporationCompany’s allocable portion of any fidelity bond, directors directors’ and officers/’ errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff, fees of independent accountants auditors, third-party investors hosting and similar platforms and service providers, and outside legal costs; expenses associated with shareholder or board meeting meetings; costs of operating any subsidiaries; any indemnification amounts owed by the Company; costs and expenses incurred under any litigation, threatened litigation or governmental regulatory inquiry, involving the Company, its investment or operating activities (including, without limitation, attorneys’ fees, any judgments, settlements or other amounts paid in connection therewith) and all other extraordinary expenses; and all other expenses incurred by or allocable to the Corporation Company, whether paid by the Company, or the Investment Manager, or the Administrator in connection with administering the CorporationCompany’s businessbusiness (including without limitation outside counsel, includingthird party valuation, but not limited toaccounting, payments under this Agreement based upon audit, tax planning, and tax return preparation) and other out-of-pocket expenses and fees), such as the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel rent and the allocable portion of the cost of the CorporationCompany’s chief compliance officer General Counsel, Chief Compliance Officer and chief financial officer Chief Financial Officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, hereunder (including the costs and expenses charged by any sub-administrator that may be retained incurred by the Administrator in connection with the delegation of its obligations hereunder to provide services any Sub-Administrator), it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, dated as of [ ], 2021, as may be amended from time to time (the “Investment Advisory Agreement”) by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Corporation or on Investment Advisory Agreement, the Administrator’s behalf. “Adviser”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (b) including rent, office equipment and utilities). The Corporation Company will bear all costs and expenses that are incurred in its operation, administrationadministration and transactions, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), Adviser pursuant to that certain the Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: expenses deemed to be “the cost of its organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptionsofferings; the cost of calculating the Corporation’s its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of shares of the Corporation’s its common stock and other securities; management fees and incentive fees expenses payable pursuant to under any underwriting agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expenses, incurred by the Advisory Agreement; fees Adviser, or members of the investment team, or payable to third third-parties, including agents, consultants and other advisors, relating to, or associated with, making investments, performing due diligence on prospective portfolio companies and, if necessary, enforcing its the Company’s rights; costs, and valuing investments (including third-party valuation firms); placement agent fees and expenseslegal fees, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable associated with compliance under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request itcannabis laws; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; federal and state registration fees; any stock exchange listing feesfees and fees payable to rating agencies; federal, state, local, state and other local taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and noticestravel expenses; costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation of professionals responsible for the preparation of the foregoing; the Corporation’s costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers/officers errors and omissions liability insurance, insurance and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailingmailing and staff; fees and expenses associated with independent audits, copying, telephone, fees of independent accountants and outside legal and consulting costs; and all other expenses costs of winding up; costs incurred by the Corporation or the Administrator in connection with administering the Corporationformation or maintenance of entities or vehicles to hold the Company’s businessassets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, including, but not limited to, payments under this Agreement based upon the Corporation’s Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the Administratorcompensation paid by the Adviser (or its affiliates) to the Company’s overhead in performing its obligations under this Agreement, including rent, travel Chief Compliance Officer and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer Chief Financial Officer and their respective staffsstaffs (based on a percentage of time such individuals devote, including operations and tax professionalson an estimated basis, and administrative staff providing support services in respect to the business affairs of the CorporationCompany).

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Company, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or shall be paid an additional amount based on the Administrator’s behalf. (b) services provided, which amount shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Corporation will Company shall bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the CorporationCompany’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•[ ], 20212012, by and between the Corporation Company and the Adviser (the “Advisory Agreement”)Adviser. Costs and expenses to be borne by the Corporation Company shall include, but are not limited to, those relating to: (a) organization; (b) calculating the Company’s net asset value and net asset value per share (including the cost and expenses deemed to be “organization of any independent valuation firm); (c) fees and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissionsincluding travel expenses, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and or payable to third partiesparties in performing due diligence on prospective portfolio companies, including agents, consultants and other advisors, in monitoring the financial and legal affairs Company’s investments and, if necessary, enforcing the Company’s rights; (d) interest payable on debt, if any, incurred to finance the Company’s investments; (e) costs of offerings of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the CorporationCompany’s common stock and other securities; (f) the base management fee and any incentive fees payable pursuant to fee; (g) distributions on the Advisory AgreementCompany’s common stock; (h) administration fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable Administrator under this Agreement; (i) transfer agent and custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent (k) amounts payable to third parties relating to, or associated with, evaluating, making and custodial disposing of investments; (l) brokerage fees and commissions; (m) registration fees; (n) listing fees; (o) taxes; (p) independent director fees and expenses expenses; (1) costs associated with marketing efforts (including attendance at investment conferences the Company’s reporting and similar events); compliance obligations under the Investment Company Act and applicable U.S. federal and state registration feessecurities laws; (r) the costs of any exchange listing fees; federalreports, state, local, and proxy statements or other taxes; independent directors’ fees and expensesnotices to the Company’s stockholders, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directorsprinting costs; brokerage commissions; (s) costs of proxy statements, stockholders’ reports and noticesholding stockholder meetings; costs of preparing government filings, including periodic and current reports with (t) the SEC; the CorporationCompany’s fidelity bond, ; (u) directors and officers/errors and omissions liability insurance, and any other insurance premiums; (v) litigation, indemnification paymentsand other non-recurring or extraordinary expenses; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; (w) direct costs and expenses of administrationadministration and operation, including printing, mailing, copying, telephone, fees of independent accountants audit and outside legal costs; (x) fees and expenses associated with marketing efforts and deal sourcing and to financial sponsors; (y) dues, fees and charges of any trade association of which the Company is a member; and (z) all other expenses reasonably incurred by the Corporation Company or the Administrator in connection with administering the CorporationCompany’s business, including, but not limited to, payments such as the allocable portion of overhead under this Agreement based upon Agreement, including rent and the CorporationCompany’s allocable portion of the Administrator’s overhead in performing costs and expenses of its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and officer, chief financial officer, chief operating officer and their respective staffs. To the extent the Administrator outsources any of its functions, including operations and tax professionals, and administrative staff providing support services in respect of the CorporationCompany shall pay the fees associated with such functions on a direct basis without profit to the Administrator.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) . The Corporation Company will bear all costs and expenses that are incurred in its organization, operation, administration, administration and transactions and not specifically assumed by the Corporation’s investment adviser Oaktree Capital Management, L.P. (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•]July 9, 2021, by and between the Corporation and the Adviser 2018 (the “Investment Advisory Agreement”). Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: (a) all costs, fees, expenses deemed to be “and liabilities incurred in connection with the formation and organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) Company and the offering and sale of the Financial Industry Regulatory Authority Common Stock, including expenses of registering or qualifying securities held by the Company for sale and blue sky filing fees; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs, and, if necessary, enforcing rights in respect of investments (to the extent an investment opportunity is being considered for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee Company and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred other funds or accounts managed by the Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other funds and payable to third parties, including agents, consultants accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other advisors, in monitoring the financial funds and legal affairs of the Corporation, and news and quotation subscriptionsaccounts); (c) the cost of calculating the CorporationCompany’s net asset valueNet Asset Value (including third-party valuation firms); (d) the cost of effecting sales and repurchases of shares of the CorporationCompany’s common stock Common Stock and other securities; management (e) Management and incentive fees Incentive Fees payable pursuant to the Investment Advisory Agreement; (f) fees payable to third parties, including agents, consultants and other advisors, parties relating to, or associated with, making investments, and, if necessary, enforcing its rights, investments and valuing investments (including third-party valuation firms); placement agent (g) retainer, finder’s, placement, adviser, consultant, custodian, sub-custodian, transfer agent, trustee, disbursal, brokerage, registration, legal and other similar fees, commissions and expenses attributable to making or holding investments; (h) fees and expenses, rating agency expensesexpenses associated with marketing efforts (including travel and attendance at investment conferences and similar events); fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated (i) allocable out-of-pocket costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent (j) fees, interest and custodial feesother costs payable on or in connection with any indebtedness; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); k) federal and state registration feesfees and other governmental charges; (l) any exchange listing fees; (m) federal, state, local, state and other local taxes; (n) independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and noticesnotices and any other regulatory reporting expenses; (q) costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s (r) fidelity bond, directors liability insurance and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including (s) printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; (t) costs of winding up and liquidation; (u) litigation, indemnification and other extraordinary or non-recurring expenses; (v) dues, fees and charges of any trade association of which the Company is a member; (w) research and software expenses, quotation equipment and services and other expenses incurred in connection with data services, including subscription costs, providing real-time price feeds, real-time news feeds, securities and company information, and company fundamental data attributable to such investments; (x) costs and expenses relating to investor reporting and communications; (y) all costs, expenses, fees and liabilities incurred in connection with a Liquidity Event (as defined below); (z) all other out-of-pocket expenses, fees and liabilities that are incurred by the Company or by the Adviser on behalf of the Company or that arise out of the operation and activities of the Company, including expenses related to organizing and maintaining persons through or in which investments may be made and the allocable portion of any Adviser costs, including personnel, incurred in connection therewith; (aa) accounting expenses, including expenses associated with the preparation of the financial statements and tax information reporting returns of the Company and the filing of various tax withholding forms and treaty forms by the Company; (bb) the allocable portion of the compensation of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs; and (cc) all other expenses incurred by the Corporation Administrator, an affiliate of the Administrator or the Administrator Company in connection with administering the CorporationCompany’s business, including payments under this Agreement to the Administrator or such affiliate in an amount equal to the Company’s allocable portion of overhead and other expenses incurred by the Administrator or such affiliate in performing its obligations and services under this Agreement, such as rent and the Company’s allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, payments under this Agreement based upon marketing, legal and other services performed by the Corporation’s Administrator or such affiliate for the Company. For the avoidance of doubt, the Company will bear its allocable portion of the Administratorcosts of the compensation, benefits, and related administrative expenses (including travel expenses) of the Company’s overhead officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in performing each case, employees of the Administrator or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its obligations under this Agreement, including rent, travel and the affiliates) for an allocable portion of the cost compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Corporation’s chief compliance officer Company and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect acting on behalf of the CorporationCompany). Additionally, the Company bears all of the costs and expenses of any sub-administration agreements that the Administrator enters into.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Company, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or will be paid an additional amount based on the Administrator’s behalf. (b) services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the CorporationCompany’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•]October 9, 20212012, by and between the Corporation Company and the Adviser (the “Advisory Agreement”)Adviser. Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: (a) organization; (b) calculating the Company’s net asset value (including the cost and expenses deemed to be “organization of any independent valuation firm); (c) fees and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissionsincluding travel expenses, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and or payable to third partiesparties in performing due diligence on prospective portfolio companies, including agents, consultants and other advisors, in monitoring the financial and legal affairs Company’s investments and, if necessary, enforcing the Company’s rights; (d) interest payable on debt, if any, incurred to finance the Company’s investments; (e) costs of offerings of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the CorporationCompany’s common stock and other securities; (f) the base management fee and any incentive fees payable pursuant to fee; (g) distributions on the Advisory AgreementCompany’s common stock; (h) administration fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable Administrator under this Agreement; (i) transfer agent and custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent (k) amounts payable to third parties relating to, or associated with, evaluating, making and custodial disposing of investments; (l) brokerage fees and commissions; (m) registration fees; (n) listing fees; (o) taxes; (p) independent director fees and expenses expenses; (1) costs associated with marketing efforts (including attendance at investment conferences the Company’s reporting and similar events); compliance obligations under the Investment Company Act and applicable U.S. federal and state registration feessecurities laws; (r) the costs of any exchange listing fees; federalreports, state, local, and proxy statements or other taxes; independent directors’ fees and expensesnotices to the Company’s stockholders, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directorsprinting costs; brokerage commissions; (s) costs of proxy statements, stockholders’ reports and noticesholding stockholder meetings; costs of preparing government filings, including periodic and current reports with (t) the SEC; the CorporationCompany’s fidelity bond, ; (u) directors and officers/errors and omissions liability insurance, and any other insurance premiums; (v) litigation, indemnification paymentsand other non-recurring or extraordinary expenses; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; (w) direct costs and expenses of administrationadministration and operation, including printing, mailing, copying, telephone, fees of independent accountants audit and outside legal costs; (x) fees and expenses associated with marketing efforts; (y) dues, fees and charges of any trade association of which the Company is a member; and (z) all other expenses reasonably incurred by the Corporation Company or the Administrator in connection with administering the CorporationCompany’s business, including, but not limited to, payments such as the allocable portion of overhead under this Agreement based upon Agreement, including rent and the CorporationCompany’s allocable portion of the Administrator’s overhead in performing costs and expenses of its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and officer, chief financial officer and their respective staffs. To the extent the Administrator outsources any of its functions, including operations and tax professionals, and administrative staff providing support services in respect of the CorporationCompany will pay the fees associated with such functions on a direct basis without profit to the Administrator.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Management Agreement, by and between the costs Company and expenses charged by any sub-administrator that may be retained by the Adviser, as amended from time to time (the “Advisory Agreement”), the Administrator to provide services to shall be solely responsible for the Corporation or on compensation of its investment professionals and employees and all overhead expenses of the Administrator’s behalf. Administrator (b) including rent, office equipment and utilities). The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, administration and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), Adviser pursuant to that certain Investment the Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: organizational expenses deemed (up to be “organization an aggregate of $1,500,000, it being understood and offering expenses” agreed that the Adviser shall bear all organizational expenses of the Corporation for purposes Company in excess of Conduct Rule 2310(a)(12) such amount); calculating the Company’s net asset value (including the cost and expenses of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”independent valuation firm); expenses incurred by the Adviser and payable to third parties, including agents, consultants and or other advisors, in monitoring the financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Company’s investments; sales and purchases of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the CorporationCompany’s common stock and other securities; investment advisory and management and incentive fees fees; administration fees, if any, payable pursuant to the Advisory under this Agreement; fees payable to third parties, including agents, consultants and or other advisors, relating to, or associated with, evaluating and making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the Company’s shares on any exchange listing feessecurities exchange; federal, state, local, state and other local taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current filing reports with or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs and the Corporationcosts of any stockholders’ meetings, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff, fees of independent accountants auditors and outside legal costs; compensation of other professionals (including employees of the Administrator) devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; and all other expenses incurred by the Corporation Company or the Administrator in connection with administering the CorporationCompany’s business. Notwithstanding anything to the contrary contained herein, including, but not limited to, payments under this Agreement based upon the Corporation’s Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the Administratorcompensation paid by the Adviser (or its affiliates) to the Company’s overhead in performing its obligations under this AgreementChief Compliance Officer and Chief Financial Officer (based on a percentage of time such individuals devote, including renton an estimated basis, travel to the business and the allocable portion affairs of the cost Company). For the avoidance of doubt, the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in respect connection with the offering of securities by the CorporationCompany.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Corporation, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide will be paid an additional amount based on the services to provided, which shall not exceed the amount the Corporation or on receives from the Administrator’s behalf. (b) portfolio companies for providing this assistance. The Corporation will shall bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the Corporation’s 's investment adviser (the “"Adviser”), ") pursuant to that certain Investment Advisory Agreement, dated as of [•]September 6, 20212023, by and between the Corporation and the Adviser Adviser, as amended from time to time (the “"Advisory Agreement”"), or another related agreement, written arrangement or set of policies; provided that the Corporation has commenced operations. For purposes of this Agreement, the date on which the Corporation has "commenced operations" shall be the date on which the Corporation has first called capital commitments of any subscribers of the Corporation who are not "affiliated persons" (as defined in the Investment Company Act) of the Adviser. Costs and expenses to be borne by the Corporation include, but are not limited to, include those relating to: : (a) organizational expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12Corporation; (b) calculating the net asset value of the Financial Industry Regulatory Authority Corporation, including the cost and expenses of any independent valuation firm or service; (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee c) fees and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and or other advisors, in monitoring the financial and legal affairs for the Corporation and in monitoring the Corporation's investments, performing due diligence on prospective portfolio companies, and if necessary, in respect of enforcing the Corporation's rights with respect to investments in existing portfolio companies, or otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, research and market data services (including an allocable portion of any research or other service that may be deemed to be bundled for the benefit of the Corporation), any studies commissioned by the Adviser and travel and lodging expenses; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments, debt service and all other costs of borrowings or other financing arrangements (including fees and other expenses), and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the common stock and other securities of the Corporation, and news and quotation subscriptions; including any public offering of the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares common stock of the Corporation’s common stock ; (f) investment advisory and other securities; management fees and incentive fees; (g) administration fees and expenses payable pursuant to the Advisory Agreement; under this Agreement and any sub-administration agreements; (h) fees payable to third parties, including agents, consultants and or other advisors, relating to, or associated with, evaluating and making investmentsinvestments in portfolio companies, andincluding costs associated with meeting financial sponsors; (i) fees incurred by the Corporation for escrow agent, if necessarytransfer agent, enforcing its rights, dividend agent and valuing investments (including third-party valuation firms); placement agent custodial fees and expenses; (j) U.S. federal and state registration and franchise fees; (k) all costs of registration and listing of the Corporation's securities on any securities exchange, including in connection with any quotation or listing of the Corporation's securities on a national securities exchange (including through an initial public offering) or a sale of all or substantially all of the Corporation's assets to, or a merger or other liquidity transaction with, an entity in which the Corporation's shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof; (l) fees payable to rating agency agencies; (m) U.S. federal, state and local taxes; (n) independent directors' fees and expenses; fees ; (o) costs of any reports, proxy statements or other notices to arrange debt financings stockholders, including printing and mailing costs; (p) costs associated with individual or group stockholders, including the costs of any stockholders' meetings and the compensation of investor relations personnel responsible for the Corporation; distributions on preparation of the foregoing and related matters; (q) costs of preparing financial statements and maintaining books and records; (r) costs of preparing and filing reports or other documents with the Securities and Exchange Commission, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission and other regulatory bodies, and other reporting and compliance costs, and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing; (s) costs associated with compliance with ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended; (t) the Corporation’s shares; administration fees payable under this Agreement; 's allocable portion of any fidelity bond, directors' and officers' errors and omissions liability insurance policies, and any other insurance premiums; (u) direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs; (v) proxy voting expenses; (w) costs of effecting sales and any repurchases of shares of the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent Corporation's common stock and custodial fees; other securities; (x) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal , design and state registration fees; any exchange listing fees; federal, state, local, website expenses; (y) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (z) commissions and other taxes; independent directors’ fees compensation payable to brokers or dealers; (aa) costs of information technology and related costs, including costs related to software, hardware and other technological systems (including specialty and custom software); (bb) indemnification payments; (cc) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Corporation and the amount of any judgment or settlement paid in connection therewith; (dd) extraordinary expenses or liabilities incurred by the Corporation outside of the ordinary course of its business; (ee) costs of derivatives and hedging; (ff) certain costs and expenses relating to distributions paid on the shares of the Corporation's common stock; (gg) all fees, costs and expenses, if any, incurred by or on behalf of the Corporation in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including any legal counsel reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingssimilar payments, including periodic and current reports with the SEC; the Corporation’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to unconsummated investments that may have been attributable to co-investors had such investments been consummated; (hh) costs and expenses (including travel) in connection with the development diligence and maintenance oversight of the Corporation’s website; other operations and technology costs; direct 's service providers; (ii) fees, costs and expenses of administrationwinding up and liquidating the Corporation's assets; (jj) costs associated with technology integration between the Corporation's systems and those of the Corporation's participating intermediaries; (kk) all travel and related expenses of the Corporation's and Adviser's directors, including printingofficers, mailingmanagers, copying, telephoneagents and employees incurred in connection with attending meetings of the Board or holders of our securities or performing other business activities that relate to the Corporation; (ll) dues, fees and charges of independent accountants any trade association of which the Corporation is a member; (mm) costs associated with events and outside legal coststrainings of the Board (including travel); (nn) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Corporation's assets for tax or other purposes; and (oo) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s 's business, including, but not limited to, including payments made under this Agreement based upon the Corporation’s 's allocable portion (subject to the review and approval of the Corporation's independent directors) of the Administrator’s 's overhead in performing its obligations under this the Administration Agreement, including rent, travel rent and the allocable portion of the cost costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Corporation’s 's officers who provide operational, administrative, legal, compliance, finance and accounting services to the Corporation, including the Corporation's chief compliance officer and chief financial officer and officer, their respective staffsstaffs and other professionals employed by an affiliate of the Administrator who provide services to the Corporation and assist with the preparation, including operations and tax professionalscoordination, and administrative staff providing support administration of the foregoing or provide other "back-office" or "middle-office" financial or operational services to the Corporation. Notwithstanding anything to the contrary contained herein, the Corporation shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals. The presence of an item in respect or its absence from the foregoing list, on the one hand, and the list of Corporation expenses set forth in Section 2 of the Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Corporation for such expense under either this Agreement or the Advisory Agreement. To the extent the Administrator outsources any of its functions, the Corporation shall pay the fees associated with such functions on a direct basis without profit to the Administrator. For the avoidance of doubt, the Corporation shall be responsible for the costs and expenses set forth in the foregoing clauses (a) through (oo) incurred subsequent to the formation of the Corporation, including during periods prior to the date on which the Corporation commenced operations.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Investor Services Administrator, the Corporation shall reimburse the Investor Services Administrator for the costs and expenses incurred by the Investor Services Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by . The Investor Services Administrator shall not be entitled to any sub-administrator that may additional compensation hereunder. The reimbursement to be retained received by the Investor Services Administrator to provide services in respect of its personnel, overhead and other internal costs related to the Corporation or on the Investor Service Administrator’s behalfperformance of its obligations under this Agreement shall not exceed $2,700,000 in the aggregate during the initial public offering period for the sale of the Company’s common stock (the “Investor Services Cap” and any such excess, the “Investor Services Excess”). The Investor Services Administrator acknowledges and agrees that neither the Company nor any other person or entity shall have any obligation to pay the Investor Services Excess to the Investor Services Administrator. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•____], 20212014, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” offering; calculating the Corporation’s net asset value (including the cost and expenses of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”independent valuation firms); expenses incurred by the Adviser and Adviser, Investor Services Administrator, Prospect Administration LLC (the “Administrator”), or affiliates thereof, including those payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and other advisorslegal counsel, and in the case of the Investor Services Administrator, relating to, or associated with transfer agent and custodial fees), in monitoring the financial and legal affairs of for the Corporation, Corporation and news and quotation subscriptions; the cost of calculating in monitoring the Corporation’s net asset valueinvestments and performing due diligence on its prospective investments; interest payable on debt, if any, incurred to finance the cost of effecting sales and repurchases of shares Corporation’s investments; offerings of the Corporation’s debt, common stock and other securities; investment advisory and management and incentive fees fees; administration fees, if any, payable pursuant to the Advisory under this Agreement; fees payable to third parties, including agents, consultants and or other advisors, relating to, or associated with, evaluating and making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the Corporation’s securities on any exchange listing feessecurities exchange; federal, state, local, state and other local taxes; independent directorsDirectors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsand filing reports or other documents required by the SEC or any other governmental agency; costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with the SECprinting costs; the Corporation’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff, fees of independent accountants auditors and outside legal costs; research, subscription and market data expenses including, without limitation, news and quotation equipment and services; computer software specific to the business of the Corporation; any unreimbursed expenses incurred in connection with transactions not consummated; routine overhead expenses of Adviser and investment affiliates; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s businessbusiness or the Investor Services Administrator in connection with services performed by the Investor Services Administrator under this Agreement, includingincluding payments under the agreement with the Administrator based upon the Corporation’s allocable portion of the Administrator’s and the Adviser’s overhead in performing their obligations under this Agreement and the Advisory Agreement, but not limited toincluding rent, and the allocable portion of the cost of the Corporation’s chief compliance officer, chief administrative officer, and chief financial officer and their respective staffs, and payments under this Agreement based upon the Corporation’s allocable portion of the Investor Services Administrator’s personnel, overhead and other internal costs in performing its obligations under this Agreement, including rent, travel and Agreement (subject to the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services Investor Services Cap set forth in respect of the CorporationSection 5(a) hereof).

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) . The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, administration and transactions and not specifically assumed by the Corporation’s investment adviser Carlyle GMS Investment Management L.L.C. (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•]April 18, 2021, 2017 by and between the Corporation Company and the Adviser (the “Investment Advisory Agreement”). Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: the Company’s organization expenses deemed and initial offering costs incurred prior to the filing of its election to be “organization and offering expenses” treated as a BDC ; the costs associated with any offerings of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the CorporationCompany’s common stock and other securities; management calculating individual asset values and incentive fees payable pursuant to the Advisory AgreementCompany’s net asset value (including the cost and expenses of any independent valuation firms); fees expenses, including travel expenses, incurred by the Adviser, or members of the investment team, or payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing its the Company’s rights, ; the base management fee and valuing investments (including third-party valuation firms)any incentive fees payable under the Investment Advisory Agreement; placement agent fees certain costs and expenses, rating agency expenses; fees expenses relating to arrange debt financings for the Corporation; distributions paid on the CorporationCompany’s shares; administration fees payable under this AgreementAgreement and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Administrator Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; fees costs of hedging; commissions and expenses associated with marketing efforts (including attendance at investment conferences and similar events)other compensation payable to brokers or dealers; federal and state registration fees; any exchange listing fees; U.S. federal, statestate and local taxes, local, and other including any excise taxes; independent directors’ director fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsfinancial statements and maintaining books and records, costs of preparing tax returns, costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”), compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation of professionals responsible for the preparation or review of the foregoing; the Corporationcosts of any reports, proxy statements or other notices to the Company’s stockholders (including printing and mailing costs), the costs of any stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software for monitoring risk, compliance and overall portfolio, including any development costs incurred; the Company’s fidelity bond, ; directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs fees and expenses of administrationassociated with independent audits, including printingagency, mailing, copying, telephone, fees of independent accountants consulting and outside legal costs; and all other expenses incurred by either the Corporation Administrator or the Administrator Company in connection with administering the Corporation’s its business, including, but not limited to, including payments under this Agreement based upon for administrative services that will be equal to an amount that reimburses the CorporationAdministrator for its costs and expenses and the Company’s allocable portion of overhead incurred by the Administrator’s overhead Administrator in performing its obligations under this Agreement, including rent, travel compensation paid to or compensatory distributions received by its officers (including its Chief Financial Officer and the allocable portion Chief Compliance Officer) and any of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffsstaff who provide services to the Company, including operations and tax professionalsstaff who provide services to the Company, and administrative staff providing support services any internal audit staff, to the extent internal audit performs a role in respect the Company’s ▇▇▇▇▇▇▇▇-▇▇▇▇▇ internal control assessment. Notwithstanding the foregoing or anything else herein, the Administrator agrees that it will waive its right to be reimbursed under this Agreement in the event that such reimbursement would cause any distributions to the Company’s stockholders to constitute a return of the Corporationcapital.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation Company, either directly or through reimbursement to the Adviser or Administrator, will bear all costs and expenses that are incurred in its operation, administration, administration and transactions and not specifically assumed by the CorporationCompany’s investment adviser (the “Adviser”), pursuant to that certain the Investment Advisory and Management Agreement, dated as of [•]February 28th, 20212020, by and between the Corporation Company and the Adviser (the “Advisory Management Agreement”). Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” the independent audit of the Corporation for purposes of Conduct Rule 2310(a)(12) Company’s seed-stage financial statements and expenses related to its registration under the Investment Company Act; the organization of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee Company; borrowings and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs offerings of the Corporation, Company’s securities and news and quotation subscriptionsincurrences of any indebtedness; the cost of calculating the CorporationCompany’s net asset value; value (including the cost and expenses of any third-party valuation services); effecting sales and repurchases of shares the Company’s securities and effecting distributions of the CorporationCompany’s common stock and other securities; management monitoring financial and incentive fees payable pursuant legal affairs for the Company and to making, monitoring or disposing of the Advisory Agreement; fees payable to third parties, including agents, consultants Company’s investments and other advisors, performing due diligence on its prospective investments or otherwise relating to, or associated with, evaluating and making investments; research and market data (including news and quotation equipment and services and any computer hardware and connectivity hardware (e.g., andtelephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); transfer agent, if necessary, enforcing its rightsdividend paying and reinvestment agent, and valuing investments (including third-party valuation firms); placement agent custodial fees and expenses; the Company’s marketing efforts; interest payable on debt, rating agency expensesif any, incurred to finance the Company’s investments; fees to arrange debt financings for the Corporation; distributions on the Corporation’s sharesinvestment advisory and management fees; administration fees fees, if any, payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; any exchange listing fees; federal, state, local, local and other taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of preparing and filing reports or other documents required by the SEC; proxy statements, stockholdersshareholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SECprinting costs; the CorporationCompany’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff; fees and expenses associated with independent auditors, fees of independent accountants internal audit and outside legal costs; the Company’s reporting and all other expenses incurred by compliance obligations under the Corporation or 1940 Act and applicable federal and state securities laws; brokerage commissions for the Administrator in connection with administering Company’s investments; independent trustees’ fees and expenses; indemnification payments; proxy voting expenses; preparation and maintenance of the CorporationCompany’s business, including, but not limited to, payments under this Agreement based upon books and records; the CorporationCompany’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rentrent for any office space provided by the Administrator and compensation costs (including, travel without limitation, salary, bonus and benefits); and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business pursuant to this Agreement. (c) In addition to the services to be provided hereunder and under the Management Agreement, the Company or its subsidiaries may, from time to time, require real estate services (“Real Estate Services”), including, without limitation, property management, leasing and development management. Affiliates of the Adviser may provide part or all of the Real Estate Services and shall receive (i) fees that are no less favorable to the Company and/or such subsidiary than the arm’s-length rates at which the Company and/or such subsidiary could obtain comparable services from an unaffiliated service provider, taking into account the nature of the relevant asset type and the allocable portion special services required and/or (ii) reimbursements of any costs and expenses incurred in performing the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffsReal Estate Services, including operations providing personnel and tax professionals, and administrative staff providing support services in respect of the Corporationfacilities.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder; provided, including however, that notwithstanding anything to the contrary herein, for one year following the date hereof (the “Waiver Period”), the Corporation’s obligation to reimburse the Administrator shall be limited to (i) the costs and expenses charged by any sub-administrator that may be retained incurred by the Administrator in performing its obligations and providing personnel, facilities and overhead hereunder in an amount up to provide services to the Corporation or on $30,000, plus (ii) the Administrator’s behalfout-of-pocket expenses, including but not limited to, the costs and expenses of any Sub-Administrators (which shall not be subject to any cap or limitation). The Administrator hereby waives its right to reimbursement of the Administrator’s own personnel, facilities and overhead expenses in excess of $30,000 during the Waiver Period. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•]March 31, 20212019, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” offering; calculating the Corporation’s net asset value (including the cost and expenses of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”independent valuation firms); expenses incurred by the Adviser and Adviser, Administrator or affiliates thereof payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and other advisorslegal counsel), in monitoring the financial and legal affairs of for the Corporation, Corporation and news and quotation subscriptions; the cost of calculating in monitoring the Corporation’s net asset valueinvestments and performing due diligence on its prospective investments; interest payable on debt, if any, incurred to finance the cost of effecting sales and repurchases of shares Corporation’s investments; offerings of the Corporation’s debt, common stock and other securities; investment advisory and management and incentive fees fees; administration fees, if any, payable pursuant to the Advisory under this Agreement; fees payable to third parties, including agents, consultants and or other advisors, relating to, or associated with, evaluating and making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the Corporation’s securities on any exchange listing feessecurities exchange; federal, state, local, state and other local taxes; independent directorsDirectors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsand filing reports or other documents required by the SEC or any other governmental agency; costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with the SECprinting costs; the Corporation’s allocable portion of any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff, fees of independent accountants auditors and outside legal costs; research and market data expenses including, without limitation, news and quotation equipment and services; computer software specific to the business of the Corporation; any unreimbursed expenses incurred in connection with transactions not consummated; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including, but not limited to, including payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s and the Adviser’s overhead in performing its their obligations under this Agreement and the Advisory Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for its allocable portion (subject to the review and approval of the Board) of the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including its allocable portion of the costs and expenses charged by any sub-administrator that may be retained compensation paid to or compensatory distributions received by the Administrator to Company’s Chief Compliance Officer and Chief Financial Officer, and any of their respective staff who provide services to the Corporation Company, operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s S▇▇▇▇▇▇▇-▇▇▇▇▇ internal control assessment. Except as otherwise provided herein or on in that certain Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred , in its operationcapacity as adviser pursuant to the Investment Advisory Agreement, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant as amended from time to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). Costs The Company will bear all other costs and expenses to be borne of its operations, administration and transactions, including (without limitation): (i) fees and costs incurred in organizing the Company; (ii) fees and costs associated with calculating net asset value (including the cost and expenses of any independent valuation firm); (iii) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Corporation includeAdviser, but are not limited to, those relating to: expenses deemed to be “organization or the portfolio managers and offering expenses” other members of the Corporation for purposes of Conduct Rule 2310(a)(12investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Company’s rights; (iv) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee fees and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser (and their affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants and or other advisorsadvisers, in monitoring the financial and legal affairs for the Company and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and monitoring investments and portfolio companies on an ongoing basis; (v) any and all fees, costs and expenses incurred in connection with the incurrence of leverage and indebtedness of the CorporationCompany, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and news including any principal or interest on the Company’s borrowings and quotation subscriptionsindebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the account of the Company and in making, carrying, funding and/or otherwise resolving investment guarantees); the cost of calculating the Corporation’s net asset value; the cost of effecting sales (vi) fees and costs associated with offerings, sales, and repurchases of shares of the CorporationCompany’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; vii) fees and expenses associated with marketing efforts payable under any underwriting, dealer manager or placement agent agreements, if any; (including attendance at investment conferences and similar eventsviii); federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including, but not limited to, payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) . The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, administration and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”)Advisor, pursuant to that certain Investment Advisory Management Agreement, dated as of [•], 2021, by and between the Corporation Company and the Adviser (the “Advisory Agreement”)Advisor. Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” offering; calculating the Company’s net asset value (including the cost and expenses of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”independent valuation firm); expenses (including travel expense) incurred by the Adviser and Advisor or payable to third parties, including agents, consultants and or other advisors, in monitoring the financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments, and, if necessary enforcing the Company’s rights, and performing due diligence on its prospective portfolio companies; indemnification payments; providing managerial assistance to those portfolio companies that request it; marketing efforts; interest payable on debt, if any, incurred to finance the Company’s investments; sales and purchases of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the CorporationCompany’s common stock and other securities; investment advisory and management and incentive fees fees; administration fees, if any, payable pursuant to the Advisory under this Agreement; fees payable to third parties, including agents, consultants and or other advisors, relating to, or associated with, evaluating and making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the Company’s shares on any exchange listing feessecurities exchange; federal, state, local, state and other local taxes; independent directorsDirectors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsand filing reports or other documents required by the Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with the SECprinting costs; the CorporationCompany’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff, fees of independent accountants auditors and outside legal costs; and all other expenses incurred by the Corporation Company or the Administrator in connection with administering the CorporationCompany’s business, including, but not limited to, including payments under this Agreement based upon the CorporationCompany’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel rent and the allocable portion of the cost of the CorporationCompany’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) . The Corporation will bear all costs and expenses that are incurred in its operation, administration, operations and transactions and which are not specifically assumed by the Corporation’s 's investment adviser advisor, Blackstone Mezzanine Advisors L.P. (the “Adviser”"Advisor"), pursuant to that certain Investment Advisory and Management Agreement, dated as of [•]May 25, 2021, 2004 by and between the Corporation and the Adviser Advisor (the “"Advisory Agreement”"). Costs and expenses to be borne by the Corporation include, but are not limited to, include (without limitation) those relating to: expenses deemed to be “its organization and any offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee Corporation's common stock and any discountsother securities, are hereinafter referred including the securities issued pursuant to as “Organization the Registration Statement; calculating the Corporation's net asset value (including the cost and Offering Expenses”expenses of any independent valuation firm); expenses incurred by the Adviser and Advisor payable to third parties, including agents, consultants and or other advisors, in monitoring the Corporation's financial and legal affairs of and compliance and in monitoring the Corporation, 's investments and news and quotation subscriptionsperforming due diligence on its prospective portfolio companies; the cost of calculating interest payable on debt or dividends on the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of 's preferred stock, if any, incurred to finance the Corporation’s common stock and other securities's investments; management and incentive fees fees; administration fees, if any, payable pursuant to the Advisory under this Agreement; fees payable to third parties, including agents, consultants and or other advisors, relating to, or associated with, evaluating and making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the Corporation's shares on any exchange listing feessecurities exchange; federal, state, local, state and other local taxes; independent directors’ Directors' fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current filing reports with or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Corporation’s cost of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff, fees of independent accountants auditors and outside legal costs; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s 's business, including, but not limited to, including payments under this Agreement based upon the Corporation’s 's allocable portion of the Administrator’s 's overhead in performing its obligations under this Agreement, including costs the Administrator incurs in connection with providing on the Corporation's behalf managerial assistance to those portfolio companies to which the Corporation is required to provide such assistance, rent, travel the full cost of the Corporation's chief financial officer and his or her staff, the Corporation's allocable portion of the cost of the Corporation’s 's chief compliance officer and his or her staff, technology and communications costs and other operating costs; provided, however, that if at any time in the future the Corporation's chief financial officer shall provide services to affiliates of the Advisor in addition to his or her role as the Corporation's chief financial officer, then the Corporation will thereafter bear only its allocable portion of the cost of its chief financial officer and their respective staffs, including operations his or her staff. These payments and tax professionals, and administrative staff providing support services in respect allocations will be subject to the approval of the independent directors of the Board of Directors of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including it being understood and agreed that, except as otherwise provided herein or in the costs and expenses charged by any sub-administrator that may be retained by Advisory Agreement, the Administrator to shall be solely responsible for the compensation of its investment professionals and its allocable portion of the compensation of any personnel that provide services to it operational or administrative services, as well as the Corporation or on the Administrator’s behalf. allocable portion of overhead expenses (bincluding rent, office equipment and utilities) attributable thereto. The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, administration and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), Adviser pursuant to that certain Investment the Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: calculating the Company’s net asset value (including the cost and expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”independent valuation firm); expenses incurred by the Adviser and payable to third parties, including agents, consultants and or other advisors, in monitoring the financial and legal affairs for the Company and in providing operational and administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Company’s investments; sales and purchases of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the CorporationCompany’s common stock and other securities; investment advisory and management and incentive fees fees; administration fees, if any, payable pursuant to under this Agreement or the Advisory Agreement; fees payable to third parties, including agents, consultants and or other advisors, relating to, or associated with, evaluating and making or holding investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the Company’s shares on any exchange listing feessecurities exchange; federal, state, local, state and other local taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting, legal and compliance costs; costs of any reports, proxy statements or other notices to stockholders, including periodic printing and current reports with mailing costs and the SECcosts of any stockholders’ meetings; the CorporationCompany’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff, fees of independent accountants auditors and outside legal costs; the Company’s allocable portion of the compensation of any personnel that provide it operational or administrative services hereunder, as well as the allocable portion of overhead expenses (including rent, office equipment and utilities) attributable thereto; and all other expenses incurred by the Corporation Company or the Administrator in connection with making investments, overseeing administrators, and administering the CorporationCompany’s businessbusiness not otherwise expressly payable by the Administrator pursuant to the Advisory Agreement or pursuant hereto. For the avoidance of doubt, including, but not limited to, payments under this Agreement based upon the Corporation’s Company will bear its allocable portion of the Administratorcosts of the compensation, benefits, and related administrative expenses (including travel expenses) of the Company’s overhead officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in performing each case, employees of the Administrator or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its obligations under this Agreement, including rent, travel and the affiliates) for an allocable portion of the cost compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Corporation’s chief compliance officer Company and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect acting on behalf of the CorporationCompany).

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations including the Company’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, including . Except as specifically provided herein or otherwise in the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and Management Agreement between the Corporation Company and the Adviser (the “Advisory Investment Management Agreement”), the Company anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Company, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. Costs The Company will bear all other costs and expenses of the Company’s operations, administration and transactions, including, but not limited to: 1) investment advisory fees, including management fees and incentive fees, to be borne the Adviser, pursuant to the Investment Management Agreement; 2) the Company’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Corporation includeAdministrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer, general counsel and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any personnel of ▇▇▇▇▇▇ ▇▇▇▇▇▇ or any of its affiliates providing non-investment related services to the Company; and 3) all other expenses of the Company’s operations, administrations and transactions including, without limitation, those relating to: (i) organization and offering expenses associated with the offering of securities (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Company’s systems and those of participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Company’s transfer agent, fees to attend retail seminars sponsored by participating intermediaries and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee); (ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators and sub- administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub- custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by ▇▇▇▇▇▇ ▇▇▇▇▇▇), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Company if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide legal advice and/or services to the Company or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Company and (y) expenses and fees to provide administrative and accounting services to the Company or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Company or affiliates in connection such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Company or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services of the same skill and expertise); (iii) the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; (iv) the cost of effecting any sales and repurchases of the Company’s common shares of beneficial interest and other securities; (v) fees and expenses payable under any intermediary manager and selected intermediary agreements, if any; (vi) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Company, including, but not limited to, those relating to: the arranging thereof and related legal expenses; (vii) all fees, costs and expenses deemed of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources; (viii) costs incurred in connection with the formation or maintenance of entities or vehicles to be “organization hold the Company’s assets for tax or other purposes; (ix) costs of derivatives and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12hedging; (x) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissionsincluding travel, the dealer manager fee entertainment, lodging and any discountsmeal expenses, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and Adviser, or members of its investment team, or payable to third parties, including agentsin evaluating, consultants developing, negotiating, structuring and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third partiesperforming due diligence on prospective portfolio companies, including agents, consultants and other advisors, relating to, or associated with, making investmentssuch expenses related to potential investments that were not consummated, and, if necessary, enforcing its the Company’s rights, and valuing investments ; (xi) expenses (including thirdthe allocable portions of compensation and out-party valuation firms); placement agent fees of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board or any committees thereof; (xii) all fees, costs and expenses, rating agency if any, incurred by or on behalf of the Company in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, consulting and printing expenses; , reverse termination fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration and any liquidated damages, commitment fees that become payable under this Agreement; in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments; (xiii) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (xiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees and underwriting costs; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, meals, accommodations and entertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses); (xv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Company directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Company’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of ▇▇▇▇▇▇ ▇▇▇▇▇▇ as lessor in connection therewith)); (xvi) transfer agent, dividend agent and custodial fees; ; (xvii) fees and expenses associated with marketing efforts efforts; (including attendance at investment conferences and similar events); xviii) federal and state registration fees; , franchise fees, any stock exchange listing fees; federal, state, local, fees and other taxes; fees payable to rating agencies; (xix) independent directorstrustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, including and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; trustees; (xx) costs of preparing government filingsfinancial statements and maintaining books and records, including periodic costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and current attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing; (xxi) all fees, costs and expenses associated with the preparation and issuance of the Company’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting- related expenses (including other notices and communications) in respect of the Company and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Company or the Adviser or its affiliates in connection with such provision of services thereby); (xxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any shareholder or Trustee meetings; (xxiii) proxy voting expenses; (xxiv) costs associated with an exchange listing; (xxv) costs of registration rights granted to certain investors; (xxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Company and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Company and the amount of any judgments, fines, remediation or settlements paid in connection therewith; (xxvii) all fees, costs and expenses of any litigation, arbitration or audit involving the Company, any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Company; (xxviii) all fees, costs and expenses associated with the Company’s information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings or a combination thereof or other reasonable methods determined by the Administrator) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Company and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations; (xxix) the Corporationcosts of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Company’s election to be treated as a BDC; (xxx) costs associated with individual or group shareholders; (xxxi) fidelity bond, directors trustees and officers/officers errors and omissions liability insurance, insurance and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; ; (xxxii) direct costs and expenses of administration, including printing, mailing, copying, long distance telephone, fees copying and secretarial and other staff; (xxxiii) all fees, costs and expenses of independent accountants winding up and outside legal costsliquidating the Company’s assets; (xxxiv) extraordinary expenses (such as litigation or indemnification); (xxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings; notices or disclosures related to the Company’s activities (including, without limitation, expenses relating to the preparation and all other expenses incurred by filing of filings required under the Corporation Securities Act, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Company or reports to be filed with the Administrator CFTC, reports, disclosures, filings and notifications prepared in connection with administering the Corporation’s businesslaws and/or regulations of jurisdictions in which the Company engages in activities, includingincluding any notices, but not limited toreports and/or filings required under the AIFMD, payments under this Agreement based upon the Corporation’s allocable portion European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Administrator’s overhead in performing Adviser relating to the Company and its obligations under this Agreementaffiliates relating to the Company, including rentand their activities) and/or other regulatory filings, travel and the allocable portion notices or disclosures of the cost of the Corporation’s chief compliance officer Adviser and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.its affiliat

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including which shall be equal to an amount based on the costs Company’s allocable portion (subject to review and expenses charged by any sub-administrator that may be retained by approval of the Administrator to provide services to the Corporation or on Board) of the Administrator’s behalfoverhead in performing its obligations under this Agreement, including rent, and the allocable portion of the cost of the Company’s officers, including a chief financial officer and chief compliance officer, if any, and their respective staffs. To the extent the Administrator outsources any of its functions, the Company shall pay the fees associated with such functions on a direct basis without profit to the Administrator. (b) The Corporation will Other than those expenses specifically assumed by the Administrator or the Advisor, the Company shall bear all costs and expenses that are incurred by the Administrator or Advisor in its their respective capacities as advisor for the operation, administrationadministration and transactions, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited to, including those relating to: expenses deemed to be “: (i) organization and offering expenses” offering; (ii) calculating the Company’s net asset value (including the cost and expenses of the Corporation for purposes of Conduct Rule 2310(a)(12any independent valuation firm); (iii) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee fees and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and Advisor payable to third parties, including agents, consultants and or other advisors, in monitoring the financial and legal affairs for the Company and conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities and structuring the Company’s investments and portfolio companies on an ongoing basis; (iv) interest payable on debt, if any, incurred to finance the Company’s investments; (v) offerings of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the CorporationCompany’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments ; (including third-party valuation firms); placement agent vi) investment advisory fees; (vii) administration fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees if any, payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; ; (viii) transfer agent, dividend agent and custodial fees; fees and expenses associated with marketing efforts expenses; (including attendance at investment conferences and similar events); ix) federal and state registration fees; ; (x) all costs of registration and listing the Company’s shares on any exchange listing fees; securities exchange; (xi) federal, state, local, state and other local taxes; ; (xii) independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; ; (xiii) costs of preparing government filingsand filing reports or other documents required by the SEC or other regulators; (xiv) costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with printing costs; (xv) the SEC; the CorporationCompany’s allocable portion of any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; ; (xvi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff, fees of independent accountants auditors and outside legal costs; (xvii) proxy voting expenses; and and (xviii) all other expenses incurred by the Corporation Company or the Administrator in connection with administering the CorporationCompany’s business. (c) Notwithstanding anything to the contrary in this Section 3, includingamounts payable to the Administrator from the Company in any quarter through the quarter ending December 31, but 2013 shall not limited to, payments under this Agreement based upon exceed the Corporation’s allocable portion greater of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel (i) 0.375% of average assets for such quarter and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation(ii) $375,000.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of for the provision of the services of provided by the AdministratorAdministrator under this Agreement, the Corporation shall Company will reimburse the Administrator for the its costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities services hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including, but not limited to, payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement. Reimbursement permitted to be made by the Company to the Administrator shall include, but is not limited to the allocable portion of rent and the compensation paid to, or compensatory distributions received by, the Company’s officers (including the chief compliance officer and chief financial officer) and any of their respective staff who provide services to the Company, operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s ▇▇▇▇▇▇▇▇-▇▇▇▇▇ internal control assessment. (b) The Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by ▇▇▇▇▇▇ Square BDC Advisor LLC (the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of [●], 201[●] (the “Investment Advisory Agreement”), by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: (i) the Company’s initial organization costs and operating costs incurred prior to the filing of its election to be treated as a BDC; (ii) the costs of effecting sales and repurchase of shares of the Company’s common stock and other securities; (iii) costs incurred in calculating the Company’s net asset value (including the cost and expenses of any third-party valuation services); (iv) fees payable to third parties relating to making investments, including rentthe Adviser’s or its affiliates travel expenses, travel research costs and out-of-pocket fees and expenses associated with performing due diligence and review of prospective investments; (v) interest expense and other costs associated with the Company’s indebtedness; (vi) transfer agent and custodial fees; (vii) out-of-pocket fees and expenses associated with marketing efforts; (viii) federal and state registration fees and any stock exchange listing fees; (ix) U.S. federal, state, and local taxes; fees and expenses associated with the independent directors of the Board; (x) brokerage commissions and markups; (xi) fidelity bond, directors’ and officers’ liability insurance and other insurance premiums; (xii) direct costs, such as printing, mailing, long distance telephone and staff; (xiii) fees and expenses associated with independent audits and outside legal costs; (xiv) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act and other applicable U.S. federal and state securities laws; and (xv) other expenses incurred by the Administrator or the Company in connection with administering the Company’s business, including payments under this agreement that will be based upon the Company’s allocable portion of overhead costs, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs. The presence of an item in or its absence from the foregoing list, including operations and tax professionalson the one hand, and administrative staff providing support services the list of Company expenses set forth in respect Section 2(b) of Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the CorporationCompany for such expense under either Agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the Company.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Management Agreement, dated as of [ ], 2011 by and between the costs Company and expenses charged by any sub-administrator that may be retained by the Adviser (the “Advisory Agreement”), the Administrator to provide services to shall be solely responsible for the Corporation or on compensation of its investment professionals and employees and all overhead expenses of the Administrator’s behalf. Administrator (b) including rent, office equipment and utilities). The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, administration and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), Adviser pursuant to that certain Investment the Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: organizational expenses deemed (up to be “organization an aggregate of $1,500,000, it being understood and offering expenses” agreed that the Adviser shall bear all organizational expenses of the Corporation for purposes Company in excess of Conduct Rule 2310(a)(12) such amount); calculating the Company’s net asset value (including the cost and expenses of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”independent valuation firm); expenses incurred by the Adviser and payable to third parties, including agents, consultants and or other advisors, in monitoring the financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Company’s investments; sales and purchases of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the CorporationCompany’s common stock and other securities; investment advisory and management and incentive fees fees; administration fees, if any, payable pursuant to the Advisory under this Agreement; fees payable to third parties, including agents, consultants and or other advisors, relating to, or associated with, evaluating and making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the Company’s shares on any exchange listing feessecurities exchange; federal, state, local, state and other local taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current filing reports with or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs and the Corporationcosts of any stockholders’ meetings, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff, fees of independent accountants auditors and outside legal costs; compensation of other professionals (including employees of the Administrator) devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; and all other expenses incurred by the Corporation Company or the Administrator in connection with administering the CorporationCompany’s business. Notwithstanding anything to the contrary contained herein, including, but not limited to, payments under this Agreement based upon the Corporation’s Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the Administratorcompensation paid by the Adviser (or its affiliates) to the Company’s overhead in performing its obligations under this AgreementChief Compliance Officer and Chief Financial Officer (based on a percentage of time such individuals devote, including renton an estimated basis, travel to the business and the allocable portion affairs of the cost Company). For the avoidance of doubt, the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in respect connection with the offering of securities by the CorporationCompany.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services Administrative Services of the AdministratorServicing Agent, the Corporation Company or the applicable MLC Subsidiary shall reimburse pay fees and expenses to the Administrator Servicing Agent at amounts to be agreed between the parties. For greater certainty, in respect of any Administrative Services provided to a MLC Subsidiary, such MLC Subsidiary shall be responsible for the costs fees and expenses of the Servicing Agent with respect to the portion of the Administrative Services provided to such MLC Subsidiary, and the Company shall cause such MLC Subsidiary to pay for the fees and expenses incurred by the Administrator Servicing Agent in performing its obligations and providing personnel and facilities hereunderrespect of such Administrative Services. Without limiting the generality of the foregoing, including in respect of the costs and expenses charged by any sub-administrator that may be retained Distribution Services, unless otherwise agreed by the Administrator to provide services parties, the Company shall reimburse the Servicing Agent or pay such other third party (including broker-dealers) as the Servicing Agent may direct, for (i) the fixed compensation of the consultants providing the Distribution Services (the “Consultants”), (ii) the variable compensation of the Consultants, (iii) legal and other costs associated with the hiring of the Consultants and their ongoing relationship with MLC and the MLC Subsidiaries, and (iv) any costs to the Corporation or on Servicing Agent relating to the Administrator’s behalf. (b) The Corporation broker-dealers used in connection with the Consultants and the Distribution Services. Each of the Company and the applicable MLC Subsidiary will bear all costs expenses of its operations and expenses that are incurred in its operationtransactions, administration, and transactions and not specifically assumed by the Corporation’s investment adviser including (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated without limitation except as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited to, noted) those relating to: expenses deemed to be “the cost of its organization and offering expenses” any offerings; the cost of calculating its net asset value, including the Corporation for purposes cost of Conduct Rule 2310(a)(12) any third-party valuation services; the cost of the Financial Industry Regulatory Authority (for purposes effecting any sales and repurchases of this Agreementany of its securities; fees and expenses payable under any dealer manager or placement agent agreements, such if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, exclusive of commissionsincluding travel expense, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and Servicing Agent, or members of the investment team of the Company or the MLC Subsidiary, or payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, performing due diligence on prospective portfolio companies and, if necessary, enforcing its the Company’s or the MLC’s Subsidiary’s rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; any exchange listing feesefforts; federal, stateprovincial, localstate and local registration and filing fees, any stock exchange listing fees and other fees payable to rating agencies; federal, provincial, state and local taxes; independent directors’ fees and expenses including certain travel expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the Ontario Securities Commission, the Securities and Exchange Commission and the Nebraska Department of Insurance (and other applicable regulatory bodies) and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation of professionals responsible for the preparation of the foregoing; the Corporation’s costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs), the costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers/officers errors and omissions liability insurance, insurance and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copyinglong distance telephone and staff; fees and expenses associated with independent audits, telephone, fees of independent accountants and outside legal and consulting costs; and all other expenses costs of winding up; costs incurred by the Corporation or the Administrator in connection with administering the Corporationformation or maintenance of entities or vehicles to hold the Company’s business, including, but not limited to, payments under this Agreement based upon the Corporationor a MLC Subsidiary’s allocable portion of the Administrator’s overhead in performing its assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under this Agreementapplicable federal, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionalsprovincial, and administrative staff providing support services in respect of the Corporationstate securities laws.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including it being understood and agreed that, except as otherwise provided herein or in that certain Amended and Restated Investment Advisory Agreement, by and between the costs Company and expenses charged by any sub-administrator that may be retained by the Administrator to provide services (the Administrator, in its capacity as adviser pursuant to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs Amended and expenses that are incurred in its operationRestated Investment Advisory Agreement, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant as amended from time to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). Costs The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses to be borne of its operation, administration and transactions not specifically assumed by the Corporation includeAdviser pursuant to the Advisory Agreement, but are not limited to, those relating to: including (without limitation): expenses deemed to be the “organization and offering expenses” of the Corporation Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee fee, any discounts and any discountsother similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering ExpensesCosts”); corporate and organizational expenses incurred by relating to offering of shares of Common Stock, subject to limitations included in the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptionsAgreement; the cost of calculating the CorporationCompany’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of shares of the Corporation’s common stock Common Stock and other securities; management fees and incentive fees expenses payable pursuant to under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Advisory Agreement; fees Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, performing due diligence on prospective portfolio companies and, if necessary, enforcing its the Company’s rights; escrow agent, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial feesfees and expenses; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; federal and state registration fees; , any stock exchange listing feesfees and fees payable to rating agencies; federal, state, local, state and other local taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and noticescertain travel expenses; costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration fees, listing fees and current reports with licenses, and the SECcompensation of professionals responsible for the preparation of the foregoing; the Corporation’s costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers/officers errors and omissions liability insurance, insurance and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copyinglong distance telephone and staff; fees and expenses associated with independent audits, telephone, fees of independent accountants and outside legal and consulting costs; and all other expenses costs of winding up; costs incurred by the Corporation or the Administrator in connection with administering the Corporationformation or maintenance of entities or vehicles to hold the Company’s businessassets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, including, but not limited to, payments under this Agreement based upon the Corporation’s Company will bear its allocable portion of the Administratorcosts of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s overhead officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in performing each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its obligations under this Agreement, including rent, travel and the affiliates) for an allocable portion of the cost compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Corporation’s chief compliance officer Company and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect acting on behalf of the CorporationCompany). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including it being understood and agreed that, except as otherwise provided herein or in the costs and expenses charged by any sub-administrator that may be retained by Management Agreement, the Administrator to shall be solely responsible for the compensation of its investment professionals and its allocable portion of the compensation of any personnel that provide services to it operational or administrative services, as well as the Corporation or on the Administrator’s behalf. allocable portion of overhead expenses (bincluding rent, office equipment and utilities) attributable thereto. The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, administration and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory the Management Agreement. In the event the Administrator is entitled to reimbursement by the Company pursuant to this Agreement, dated the Administrator may, subject to the ownership restrictions in the Declaration of Trust, elect to receive all or a portion of any such reimbursement in the form of cash, Class E shares of the Company, as described in the Company’s confidential private placement memorandum, or Class A units of [•]the Operating Partnership, 2021, by and between as described in the Corporation and the Adviser (the “Advisory Agreement”)Operating Partnership’s limited partnership agreement. Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: expenses deemed to be “the Company’s initial organization costs and offering expenses” costs; the costs associated with any offerings of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the CorporationCompany’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management calculating individual asset values and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments Company’s net asset value (including third-party the cost and expenses of any independent valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees management fee payable under this the Management Agreement; costs of borrowings or other financing arrangements (including interest on indebtedness); costs associated with the allocated costs incurred by the Administrator in providing managerial assistance preparation of reports to those portfolio companies that request itshareholders; transfer agent and custodial fees; fees bank services fees; costs of hedging; commissions and expenses associated with marketing efforts (including attendance at investment conferences and similar events)other compensation payable to brokers or dealers; federal and state registration fees; any exchange listing fees; U.S. federal, statestate and local taxes, local, and other including any excise taxes; independent directors’ director fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government financial statements and maintaining books and records; costs of preparing tax returns; costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, compliance and costs associated with preparation and filing of filings, including periodic and current reports or other documents with the SECSEC (or other regulatory bodies) and other reporting and compliance costs (as applicable), including registration and listing fees; the Corporationcompensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s fidelity bondstockholders (including printing and mailing costs), the costs of any stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of winding up and liquidating the Company; expenses related to the purchase, monitoring, sale, settlement, custody or transmittal of Company assets (directly or through trading affiliates) as will be determined by the Adviser in its sole discretion; the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio; directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; direct fees and expenses relating associated with independent audits, agency, consulting and legal costs; amounts payable to third parties upon delegation by the development and maintenance Administrator of services performed for the Company pursuant to this Agreement, if any; other expenses associated with the operation of the Corporation’s website; other operations Company and technology costs; direct costs and expenses of administrationits investment activities, including printingextraordinary expenses such as litigation, mailing, copying, telephone, fees of independent accountants workout and outside legal costsrestructuring and indemnification expenses; and all other expenses incurred by either the Corporation Administrator or the Administrator Company in connection with making investments, overseeing administrators, management of payment of expenses, and administering the CorporationCompany’s businessbusiness not otherwise expressly payable by the Adviser pursuant to the Management Agreement or pursuant hereto, including, but not limited to, including payments under this Agreement based upon for administrative services that will be equal to an amount that reimburses the CorporationAdministrator for its costs and expenses and the Company’s allocable portion of overhead incurred by the Administrator’s overhead Administrator in performing its obligations under this Agreement, including rentcompensation paid to or compensatory distributions received by its officers and any of their respective staff who provide services to the Company, travel and operations staff who provide services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the cost compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Corporation’s chief compliance officer Company and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect acting on behalf of the CorporationCompany).

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by . The Administrator shall not be entitled to any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) additional compensation hereunder. The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the Corporation’s investment adviser Parkview Advisors, LLC (the “AdviserAdvisor”), ) pursuant to that certain the Investment Advisory Agreement, dated as of [•]March 11, 2021, 2015 by and between the Corporation Company and the Adviser Advisor (the “Advisory Agreement”). Costs The Company will bear all other costs and expenses to be borne by the Corporation includeof its operations, but are not limited toadministration and transactions, including (without limitation) those relating to: : (1) organizational expenses; (2) calculating the Company’s net asset value (including the cost and expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12any independent valuation firm); (3) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissionsincluding travel expense, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and Advisor or payable to third parties, including agents, consultants parties performing due diligence on prospective portfolio companies; (4) sales and other advisors, in monitoring the financial and legal affairs purchases of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the CorporationCompany’s common stock and other securities; management and incentive ; (5) fees payable pursuant paid to the Advisor under the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments ; (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; 6) distributions on the CorporationCompany’s shares; ; (7) administration fees fees, if any, payable under this Agreement; ; (8) debt service and other costs of borrowings or other financing arrangements; (9) the allocated costs incurred by the Advisor or the Administrator in providing managerial assistance to those portfolio companies that request it; ; (10) amounts payable to third parties relating to, or associated with, making or holding investments; (11) transfer agent and custodial fees; fees ; (12) costs of hedging; (13) commissions and expenses associated with marketing efforts other compensation payable to brokers or dealers; (including attendance at investment conferences and similar events); federal and state 14) registration fees; any exchange ; (15) listing fees; ; (16) federal, state, local, state and other local taxes; ; (17) independent directors’ director fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; ; (18) costs of preparing government filingsand filing reports or other documents required by the SEC and other reporting and compliance costs; (19) the costs of any reports, proxy statements or other notices to the Company’s stockholders, including periodic printing and current reports with mailing costs, and the SEC; costs of any stockholders’ meetings, as well as the Corporationcompensation of an investor relations professional responsible for the coordination and administration of the foregoing; (20) the Company’s fidelity bond, ; (21) directors and officers/errors and omissions liability insurance, and any other insurance premiums; ; (22) indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; ; (23) direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants audit and outside legal costs; (24) all other expenses reasonably incurred by the Company in connection with making investments and administering the Company’s business; and and (25) all other expenses incurred by either the Corporation Administrator or the Administrator Company in connection with administering the CorporationCompany’s business, including, but not limited to, including payments under this Agreement that will be based upon the CorporationCompany’s allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its obligations under this Agreement, including rent, travel the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the cost costs of the Corporation’s compensation and related expenses of its chief financial officer and chief compliance officer and chief financial officer and their respective staffsany administrative support staff. For the avoidance of doubt, including operations and tax professionals, and administrative staff providing support services the Advisor shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in respect connection with the offering of securities by the CorporationCompany.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Company, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or will be paid an additional amount based on the Administrator’s behalf. (b) services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Corporation will Company shall bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the CorporationCompany’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•]December 31, 2021, 2014 by and between the Corporation Company and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) Company; calculations of the Financial Industry Regulatory Authority (for purposes net asset value of this Agreementthe Company, such expenses, exclusive including the cost and expenses of commissions, the dealer manager fee any independent valuation firm; fees and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and or other advisors, in connection with monitoring the financial and legal affairs of the CorporationCompany and in monitoring the Company’s investments, performing due diligence on prospective portfolio companies or otherwise relating to, or associated with, evaluating and news making investments; interest payable on debt, if any, incurred by the Company to finance its investments and quotation subscriptionsexpenses related to unsuccessful portfolio acquisition efforts; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares offerings of the Corporation’s common stock and other securitiessecurities of the Company, including any public offering of the common stock of the Company; investment advisory and management fees; administration fees and incentive fees expenses payable pursuant under this Agreement as amended from time to the Advisory Agreementtime; fees payable to third parties, including agents, consultants and or other advisors, relating to, or associated with, evaluating and making investments, and, if necessary, enforcing its rights, including costs associated with meeting potential financial sponsors; fees incurred by the Company in connection with the services of transfer agents and valuing investments (including third-party valuation firms); placement agent dividend agents and custodial fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); U.S. federal and state registration and franchise fees; all costs of registration and listing the Company’s securities on any exchange listing feessecurities exchange; U.S. federal, state, local, state and other local taxes; independent directorsDirectors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsand filing reports or other documents required by the SEC or other regulators; costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports printing costs; costs associated with individual or group stockholders; costs associated with compliance with the SEC; S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, the CorporationCompany’s allocable portion of any fidelity bond, directors directors’ and officers/’ errors and omissions liability insuranceinsurance policies, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff, fees of independent accountants auditors and outside legal costs; proxy voting expenses; any and all other expenses incurred by the Corporation Company or the Administrator in connection with administering the CorporationCompany’s business, including, but not limited to, including payments made under this Agreement based upon the CorporationCompany’s allocable portion (subject to the review and approval of the Company’s independent directors) of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel rent and the allocable portion of the cost of the CorporationCompany’s chief compliance officer and chief financial officer and their respective staffs, including operations ; and tax professionals, any and administrative staff providing support services in respect all fees and expenses of the Corporationescrow account and the escrow agent as described in the Advisory Agreement. To the extent the Administrator outsources any of its functions, the Company shall pay the fees associated with such functions on a direct basis without profit to the Administrator.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the costs Company and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically assumed by the Corporation’s investment adviser BC Partners Advisors L.P. (the “Adviser”), pursuant as amended from time to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). Costs The Company will bear all expenses of its operations and expenses to be borne by the Corporation includetransactions, but are not limited to, including (without limitation except as noted) those relating to: expenses deemed to be “the cost of its organization and offering expenses” any offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Corporation for purposes Common Stock and other securities; fees and expenses payable under any dealer manager or placement agent agreements, if any; debt service and other costs of Conduct Rule 2310(a)(12) borrowings or other financing arrangements; costs of the Financial Industry Regulatory Authority (for purposes of this Agreement, such hedging; expenses, exclusive of commissionsincluding travel expense, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and Adviser, or members of the Investment Team, or payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, performing due diligence on prospective portfolio companies and, if necessary, enforcing its the Company’s rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events)efforts; federal and state registration fees; , any stock exchange listing feesfees and fees payable to rating agencies; federal, state, local, state and other local taxes; independent directors’ fees and expenses including certain travel expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsfinancial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including periodic registration and current reports with listing fees, and the SECcompensation of professionals responsible for the preparation of the foregoing; the Corporation’s costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs), the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers/officers errors and omissions liability insurance, insurance and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copyinglong distance telephone and staff; fees and expenses associated with independent audits, telephone, fees of independent accountants and outside legal and consulting costs; and all other expenses costs of winding up; costs incurred by the Corporation or the Administrator in connection with administering the Corporationformation or maintenance of entities or vehicles to hold the Company’s businessassets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, including, but not limited to, payments under this Agreement based upon the Corporation’s Company shall reimburse the Administrator (or its affiliates) for an allocable portion of the Administratorcompensation paid by the Administrator (or its affiliates) to the Company’s overhead in performing its obligations under this Agreement, including rent, travel Chief Compliance Officer and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer Chief Financial Officer and their respective staffsstaffs (based on a percentage of time such individuals devote, including operations and tax professionalson an estimated basis, and administrative staff providing support services in respect to the business affairs of the CorporationCompany).

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including, but not limited to, payments under this Agreement hereunder based upon the CorporationCompany’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel rent and the allocable portion of the cost of the CorporationCompany’s chief compliance officer and chief financial officer officers and their respective staffsstaffs (including travel expenses). The Company’s allocable portion of such costs and expenses may be determined based on the proportion of the Company’s total assets to the aggregate total assets administered by the Administrator or sub-division thereof; provided that the Administrator may determine that certain services shall be allocated on the basis of the time allocated by certain personnel of the Administrator in providing such services to the Company, and provided further that any costs and expenses allocable to the Company shall not be materially different from those listed on Schedule A. Specifically, the compensation of employees of the Administrator, including, among other things, salaries and any appropriate bonus, who dedicate their time exclusively to the provision of services to the Company shall be considered a cost and expense allocable to the Company. (b) The Company will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by (i) the Company’s investment adviser, pursuant to the Investment Advisory and Management Agreement or (ii) the Administrator hereunder, including operations and tax professionals, and administrative staff providing support services in respect payments under this Agreement. (c) For the one-year period ending on the anniversary of the Corporationeffective date of this Agreement (the “Anniversary”), the reimbursements required to be made to the Administrator by the Company as set forth above shall be capped such that the amounts payable to the Administrator by the Company under this Agreement will not exceed an amount of $1,000,000 per year. From and after the Anniversary, the determination of whether the reimbursements required to be made to the Administrator by the Company as set forth above shall be capped (including the determination of the appropriate amount at which to cap such reimbursements) shall be made in the sole discretion of the independent directors of the Company’s board of directors.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including which shall be equal to an amount based on the costs Company’s allocable portion (subject to review and expenses charged by any sub-administrator that may be retained by approval of the Administrator to provide services to the Corporation or on Board) of the Administrator’s behalfoverhead in performing its obligations under this Agreement, including rent, and the allocable portion of the cost of the Company’s officers, including a chief financial officer and chief compliance officer, if any, and their respective staffs. To the extent the Administrator outsources any of its functions, the Company may pay the fees associated with such functions on a direct basis without profit to the Administrator. (b) The Corporation will Other than those expenses specifically assumed by the Administrator or the Advisor, the Company shall bear all costs and expenses that are incurred by the Administrator or Advisor in its their respective capacities as advisor for the operation, administrationadministration and transactions, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited to, including those relating to: expenses deemed to be “: (i) organization and offering expenses” offering; (ii) calculating the Company’s net asset value (including the cost and expenses of the Corporation for purposes of Conduct Rule 2310(a)(12any independent valuation firm); (iii) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee fees and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and Administrator payable to third parties, including agents, consultants and or other advisors, in monitoring the financial and legal affairs for the Company and conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities and structuring the Company’s investments and portfolio companies on an ongoing basis; (iv) any and all fees, costs and expenses incurred in connection with the incurrence of leverage and indebtedness of the CorporationCompany, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and news including any principal or interest on the Company’s borrowings and quotation subscriptions; indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares account of the CorporationCompany and in making, carrying, funding and/or otherwise resolving investment guarantees); (v) offerings of the Company’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments ; (including third-party valuation firms); placement agent vi) investment advisory fees; (vii) administration fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees if any, payable under this Agreement; the allocated costs incurred by , including payments to the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in providing managerial assistance to those performing its obligations under this Agreement, including rent and the allocable portion of the cost of the Company’s chief financial officer and chief compliance officer and their respective staffs; (viii) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Company (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio companies that request it; compliance and reporting systems such as “Wall Street Office,” “Everest” (Black Mountain), “Mariana,” general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); (ix) transfer agent, dividend agent and custodial fees; fees and expenses associated with marketing efforts expenses; (including attendance at investment conferences and similar events); x) federal and state registration fees; ; (xi) all costs of registration and listing the Company’s shares on any exchange listing fees; securities exchange; (xii) federal, state, local, state and other local taxes; ; (xiii) independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; ; (xiv) costs of preparing government filingsand filing reports or other documents required by the SEC or other regulators; (xv) costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with the SEC; the Corporation’s printing costs; (xvi) fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; ; (xvii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff, fees of independent accountants auditors and outside legal costs; (xviii) proxy voting expenses; and and (xix) all other expenses incurred by the Corporation or the Administrator in connection with administering the CorporationCompany’s business, including, but not limited to, payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory and Management Agreement, dated as of [•January [ ], 20212013, by and between the Corporation and the Adviser (the “Advisory Agreement”)Adviser. Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions’s organization; the cost of calculating the Corporation’s net asset value; value (including the cost and expenses of effecting sales and repurchases of shares any independent valuation firms); expenses, including travel expense, incurred by the Adviser or payable to third parties performing due diligence on prospective portfolio companies, monitoring the Corporation’s investments and, if necessary, enforcing its rights; interest payable on debt, if any, incurred to finance the Corporation’s investments; offerings of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, any; investment advisory and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporationmanagement fees; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making investments; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; independent directors’ director fees and expenses, including any legal counsel ; preparing and filing reports or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports documents with the SEC; preparation of any reports, proxy statements or other notices to our stockholders, including printing costs; the Corporation’s fidelity bond, ; directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants audit and outside legal costs; and all other expenses reasonably incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including, but not limited to, payments under this Agreement based upon such as the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel rent and the allocable portion of the cost of the Corporation’s chief compliance financial officer and chief financial compliance officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect . (c) For the one-year period ending on the anniversary of the Corporationeffective date of this Agreement (the “Anniversary”), the reimbursements required to be made to the Administrator by the Company as set forth above shall be capped such that the amounts payable to the Administrator by the Company under this Agreement will not exceed an amount of $275,000 per year. From and after the Anniversary, the determination of whether the reimbursements required to be made to the Administrator by the Company as set forth above shall be capped (including the determination of the appropriate amount at which to cap such reimbursements) shall be determined by the mutual agreement of the members of the Company’s board of directors and the Administrator.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) . The Corporation Company will bear all costs and expenses that are incurred in its organization, operation, administration, administration and transactions and not specifically assumed by the Corporation’s investment adviser Oaktree Capital Management, L.P. (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•]September 30, 2021, by and between the Corporation and the Adviser 2019 (the “Investment Advisory Agreement”). Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: (a) all costs, fees, expenses deemed to be “and liabilities incurred in connection with the formation and organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) Company and the offering and sale of the Financial Industry Regulatory Authority Common Stock, including expenses of registering or qualifying securities held by the Company for sale and blue sky filing fees; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs, and, if necessary, enforcing rights in respect of investments (to the extent an investment opportunity is being considered for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee Company and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred other funds or accounts managed by the Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other funds and payable to third parties, including agents, consultants accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other advisors, in monitoring the financial funds and legal affairs of the Corporation, and news and quotation subscriptionsaccounts); (c) the cost of calculating the CorporationCompany’s net asset valueNet Asset Value (including third-party valuation firms); (d) the cost of effecting sales and repurchases of shares of the CorporationCompany’s common stock Common Stock and other securities; management (e) Management and incentive fees Incentive Fees payable pursuant to the Investment Advisory Agreement; (f) fees payable to third parties, including agents, consultants and other advisors, parties relating to, or associated with, making investments, and, if necessary, enforcing its rights, investments and valuing investments (including third-party valuation firms); placement agent (g) retainer, finder’s, placement, adviser, consultant, custodian, sub-custodian, transfer agent, trustee, disbursal, brokerage, registration, legal and other similar fees, commissions and expenses attributable to making or holding investments; (h) fees and expenses, rating agency expensesexpenses associated with marketing efforts (including travel and attendance at investment conferences and similar events); fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated (i) allocable out-of-pocket costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent (j) fees, interest and custodial feesother costs payable on or in connection with any indebtedness; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); k) federal and state registration feesfees and other governmental charges; (l) any exchange listing fees; (m) federal, state, local, state and other local taxes; (n) independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and noticesnotices and any other regulatory reporting expenses; (q) costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s (r) fidelity bond, directors liability insurance and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including (s) printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; (t) costs of winding up and liquidation; (u) litigation, indemnification and other extraordinary or non-recurring expenses; (v) dues, fees and charges of any trade association of which the Company is a member; (w) research and software expenses, quotation equipment and services and other expenses incurred in connection with data services, including subscription costs, providing real-time price feeds, real-time news feeds, securities and company information, and company fundamental data attributable to such investments; (x) costs and expenses relating to investor reporting and communications; (y) all costs, expenses, fees and liabilities incurred in connection with a Liquidity Event (as defined below); (z) all other out-of-pocket expenses, fees and liabilities that are incurred by the Company or by the Adviser on behalf of the Company or that arise out of the operation and activities of the Company, including expenses related to organizing and maintaining persons through or in which investments may be made and the allocable portion of any Adviser costs, including personnel, incurred in connection therewith; (aa) accounting expenses, including expenses associated with the preparation of the financial statements and tax information reporting returns of the Company and the filing of various tax withholding forms and treaty forms by the Company; (bb) the allocable portion of the compensation of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs; and (cc) all other expenses incurred by the Corporation Administrator, an affiliate of the Administrator or the Administrator Company in connection with administering the CorporationCompany’s business, including payments under this Agreement to the Administrator or such affiliate in an amount equal to the Company’s allocable portion of overhead and other expenses incurred by the Administrator or such affiliate in performing its obligations and services under this Agreement, such as rent and the Company’s allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, payments under this Agreement based upon marketing, legal and other services performed by the Corporation’s Administrator or such affiliate for the Company. For the avoidance of doubt, the Company will bear its allocable portion of the Administratorcosts of the compensation, benefits, and related administrative expenses (including travel expenses) of the Company’s overhead officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in performing each case, employees of the Administrator or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its obligations under this Agreement, including rent, travel and the affiliates) for an allocable portion of the cost compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Corporation’s chief compliance officer Company and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect acting on behalf of the CorporationCompany). Additionally, the Company bears all of the costs and expenses of any sub-administration agreements that the Administrator enters into.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including it being understood and agreed that, except as otherwise provided herein or in the costs and expenses charged by any sub-administrator that may be retained by Management Agreement, the Administrator to provide services to (or the Corporation or on Manager, if not the Administrator’s behalf. ) shall be solely responsible for the compensation of its investment professionals and its allocable portion of the compensation of any personnel that provide it operational or administrative services, as well as the allocable portion of overhead expenses (bincluding rent, office equipment and utilities) attributable thereto. The Corporation will Fund shall bear all other fees, costs and expenses that are incurred in connection with its operation, administration, administration and transactions and that are not specifically assumed by the Corporation’s investment adviser Administrator (or the “Adviser”)Manager, if not the Administrator) pursuant to that certain Investment Advisory the Management Agreement or the Administrator pursuant to this Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation Fund include, but are not limited to, those relating to: (a) the costs and expenses deemed to be “associated with the Fund’s organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12any offerings; (b) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the CorporationFund’s net asset value, including the cost of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Fund’s shares of the Corporation’s common stock and other securities; (d) interest payable on debt, if any, to finance the Fund’s investments; (e) interest payable on debt, if any, to finance the Fund’s investments; (f) a management and incentive fees fee (the “Management Fee”) payable pursuant to the Advisory Management Agreement; (g) fees payable to third parties, including agents, consultants and other advisors, parties relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent legal fees and expensesexpenses and fees and expenses associated with performing due diligence reviews of prospective investments and advisory fees as well as expenses associated with such activities; (h) the costs associated with protecting the Fund’s interests in its investments, rating agency expensesincluding legal fees; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (j) transfer agent and custodial fees; (k) fees and expenses associated with marketing and investor relations efforts (including attendance at investment conferences and similar events); (l) federal and state registration fees; (m) any exchange listing fees; (n) federal, state, local, local and foreign taxes; (o) fees and expenses (including travel and other taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at costs associated with the discretion or performance of responsibilities) for the benefit of, members of the independent directorsBoard whom are not “interested persons” of the Fund or the Manager as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Directors”); (p) brokerage commissions; (q) costs of proxy statements, stockholders’ reports and notices; and (r) costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s (s) fidelity bond, directors liability insurance and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; (t) direct costs and expenses of administration, including printing, mailing, copying, telephone, long distance telephone and staff; (u) fees of and expenses associated with independent accountants audits and outside legal costs; (v) costs associated with the Fund’s reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws; (w) all other fees and expenses payable to third parties retained by the Manager to provide administrative services to the Fund on its behalf pursuant to the Administration Agreement, including but not limited to any sub-administrators or compliance providers; and (x) all other expenses incurred by the Corporation either the Fund or the Administrator Manager in connection with administering the CorporationFund’s business, including, but not limited to, including payments made under this the Administration Agreement based upon the CorporationFund’s allocable portion of overhead and other expenses incurred by the Manager in performing its obligations to the Fund under the Administration Agreement, including rent, the fees and expenses associated with performing administrative functions, and the Fund’s allocable portion of the Administrator’s overhead in performing costs of compensation, benefits and related expenses of its obligations under this AgreementChief Financial Officer, Chief Compliance Officer, and any administrative support staff, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporationaccounting personnel.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Corporation, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide will be paid an additional amount based on the services to provided, which shall not exceed the amount the Corporation or on receives from the Administrator’s behalf. (b) portfolio companies for providing this assistance. The Corporation will shall bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the Corporation’s 's investment adviser (the “"Adviser”), ") pursuant to that certain Investment Advisory Agreement, dated as of [•●], 20212023, by and between the Corporation and the Adviser (the “Advisory Agreement”)Adviser, as amended from time to time, or another related agreement, written arrangement or set of policies. Costs and expenses to be borne by the Corporation include, but are not limited to, include those relating to: : (a) organizational expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12Corporation; (b) calculating the net asset value of the Financial Industry Regulatory Authority Corporation, including the cost and expenses of any independent valuation firm or service; (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee c) fees and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and or other advisors, in monitoring the financial and legal affairs for the Corporation and in monitoring the Corporation's investments, performing due diligence on prospective portfolio companies, and if necessary, in respect of enforcing the Corporation's rights with respect to investments in existing portfolio companies, or otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, research and market data services (including an allocable portion of any research or other service that may be deemed to be bundled for the benefit of the Corporation), any studies commissioned by the Adviser and travel and lodging expenses; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments, debt service and all other costs of borrowings or other financing arrangements (including fees and other expenses), and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the common stock and other securities of the Corporation, and news and quotation subscriptions; including any public offering of the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares common stock of the Corporation’s common stock ; (f) investment advisory and other securities; management fees and incentive fees; (g) administration fees and expenses payable pursuant to the Advisory Agreement; under this Agreement and any sub-administration agreements; (h) fees payable to third parties, including agents, consultants and or other advisors, relating to, or associated with, evaluating and making investmentsinvestments in portfolio companies, andincluding costs associated with meeting financial sponsors; (i) fees incurred by the Corporation for escrow agent, if necessarytransfer agent, enforcing its rights, dividend agent and valuing investments (including third-party valuation firms); placement agent custodial fees and expenses; (j) U.S. federal and state registration and franchise fees; (k) all costs of registration and listing of the Corporation's securities on any securities exchange, including in connection with any quotation or listing of the Corporation's securities on a national securities exchange (including through an initial public offering) or a sale of all or substantially all of the Corporation's assets to, or a merger or other liquidity transaction with, an entity in which the Corporation's shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof; (l) fees payable to rating agency agencies; (m) U.S. federal, state and local taxes; (n) independent directors' fees and expenses; fees ; (o) costs of any reports, proxy statements or other notices to arrange debt financings stockholders, including printing and mailing costs; (p) costs associated with individual or group stockholders, including the costs of any stockholders' meetings and the compensation of investor relations personnel responsible for the Corporation; distributions on preparation of the foregoing and related matters; (q) costs of preparing financial statements and maintaining books and records; (r) costs of preparing and filing reports or other documents with the Securities and Exchange Commission, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission and other regulatory bodies, and other reporting and compliance costs, and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing; (s) costs associated with compliance with ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended; (t) the Corporation’s shares; administration fees payable under this Agreement; 's allocable portion of any fidelity bond, directors' and officers' errors and omissions liability insurance policies, and any other insurance premiums; (u) direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs; (v) proxy voting expenses; (w) costs of effecting sales and any repurchases of shares of the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent Corporation's common stock and custodial fees; other securities; (x) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal , design and state registration fees; any exchange listing fees; federal, state, local, website expenses; (y) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (z) commissions and other taxes; independent directors’ fees compensation payable to brokers or dealers; (aa) costs of information technology and related costs, including costs related to software, hardware and other technological systems (including specialty and custom software); (bb) indemnification payments; (cc) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Corporation and the amount of any judgment or settlement paid in connection therewith; (dd) extraordinary expenses or liabilities incurred by the Corporation outside of the ordinary course of its business; (ee) costs of derivatives and hedging; (ff) certain costs and expenses relating to distributions paid on the shares of the Corporation's common stock; (gg) all fees, costs and expenses, if any, incurred by or on behalf of the Corporation in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including any legal counsel reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingssimilar payments, including periodic and current reports with the SEC; the Corporation’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to unconsummated investments that may have been attributable to co-investors had such investments been consummated; (hh) costs and expenses (including travel) in connection with the development diligence and maintenance oversight of the Corporation’s website; other operations and technology costs; direct 's service providers; (ii) fees, costs and expenses of administrationwinding up and liquidating the Corporation's assets; (jj) costs associated with technology integration between the Corporation's systems and those of the Corporation's participating intermediaries; (kk) all travel and related expenses of the Corporation's and Adviser's directors, including printingofficers, mailingmanagers, copying, telephoneagents and employees incurred in connection with attending meetings of the Board or holders of our securities or performing other business activities that relate to the Corporation; (ll) dues, fees and charges of independent accountants any trade association of which the Corporation is a member; (mm) costs associated with events and outside legal coststrainings of the Board (including travel); (nn) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Corporation's assets for tax or other purposes; and (oo) any and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s 's business, including, but not limited to, including payments made under this Agreement based upon the Corporation’s 's allocable portion (subject to the review and approval of the Corporation's independent directors) of the Administrator’s 's overhead in performing its obligations under this the Administration Agreement, including rent, travel rent and the allocable portion of the cost costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Corporation’s 's officers who provide operational, administrative, legal, compliance, finance and accounting services to the Corporation, including the Corporation's chief compliance officer and chief financial officer and officer, their respective staffsstaffs and other professionals employed by an affiliate of the Administrator who provide services to the Corporation and assist with the preparation, including operations and tax professionalscoordination, and administrative staff providing support services in respect administration of the foregoing or provide other "back-office" or "middle-office" financial or operational services to the Corporation. Notwithstanding anything to the contrary contained herein, the Corporation shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals. To the extent the Administrator outsources any of its functions, the Corporation shall pay the fees associated with such functions on a direct basis without profit to the Administrator.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•[ ], 20212012, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” offering; calculating the Corporation’s net asset value (including the cost and expenses of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”independent valuation firms); expenses incurred by the Adviser and Adviser, Administrator or affiliates thereof, including those payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and other advisorslegal counsel), in monitoring the financial and legal affairs of for the Corporation, Corporation and news and quotation subscriptions; the cost of calculating in monitoring the Corporation’s net asset valueinvestments and performing due diligence on its prospective investments; interest payable on debt, if any, incurred to finance the cost of effecting sales and repurchases of shares Corporation’s investments; offerings of the Corporation’s debt, common stock and other securities; investment advisory and management and incentive fees fees; administration fees, if any, payable pursuant to the Advisory under this Agreement; fees payable to third parties, including agents, consultants and or other advisors, relating to, or associated with, evaluating and making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the Corporation’s securities on any exchange listing feessecurities exchange; federal, state, local, state and other local taxes; independent directorsDirectors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filingsand filing reports or other documents required by the SEC or any other governmental agency; costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with the SECprinting costs; the Corporation’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff, fees of independent accountants auditors and outside legal costs; research subscription and market data expenses including, without limitation, news and quotation equipment and services; computer software specific to the business of the Corporation; any unreimbursed expenses incurred in connection with transactions not consummated; routine overhead expenses of Adviser and investment affiliates; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including, but not limited to, including payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s and the Adviser’s overhead in performing its their obligations under this Agreement and the Advisory Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer chief administrative officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for its allocable portion (subject to the review and approval of the Board) of the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including its allocable portion of the costs and expenses charged by any sub-administrator that may be retained compensation paid to or compensatory distributions received by the Administrator to Company’s Chief Compliance Officer and Chief Financial Officer, and any of their respective staff who provide services to the Corporation Company, operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s ▇▇▇▇▇▇▇▇-▇▇▇▇▇ internal control assessment. Except as otherwise provided herein or on in that certain Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred , in its operationcapacity as adviser pursuant to the Investment Advisory Agreement, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant as amended from time to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). Costs The Company will bear all other costs and expenses to be borne of its operations, administration and transactions, including (without limitation): (i) fees and costs incurred in organizing the Company; (ii) fees and costs associated with calculating net asset value (including the cost and expenses of any independent valuation firm); (iii) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Corporation includeAdviser, but are not limited to, those relating to: expenses deemed to be “organization or the portfolio managers and offering expenses” other members of the Corporation for purposes of Conduct Rule 2310(a)(12investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Company’s rights; (iv) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee fees and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser (and their affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants and or other advisorsadvisers, in monitoring the financial and legal affairs for the Company and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and monitoring investments and portfolio companies on an ongoing basis; (v) any and all fees, costs and expenses incurred in connection with the incurrence of leverage and indebtedness of the CorporationCompany, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and news including any principal or interest on the Company’s borrowings and quotation subscriptionsindebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the account of the Company and in making, carrying, funding and/or otherwise resolving investment guarantees); the cost of calculating the Corporation’s net asset value; the cost of effecting sales (vi) fees and costs associated with offerings, sales, and repurchases of shares of the CorporationCompany’s common stock and other securities; management (vii) fees and incentive fees expenses payable pursuant to the Advisory Agreement; fees payable to third partiesunder any underwriting, including agents, consultants and other advisors, relating to, dealer manager or associated with, making investments, andplacement agent agreements, if necessary, enforcing its rights, and valuing investments any; (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration viii) investment advisory fees payable under this Agreement; (ix) administration fees and expenses, if any, payable under the allocated Administration Agreement (including payments under the Administration Agreement between the Company and the Administrator, based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s chief financial officer and chief compliance officer, and their respective staffs); (x) costs incurred by in connection with investor relations, board of directors relations, and preparing for and effectuating the listing of the Company’s common stock on any securities exchange; (xi) any applicable administrative agent fees or loan arranging fees incurred with respect to the Adviser’s portfolio investments, the Administrator or an affiliate thereof; (xii) any and all fees, costs and expenses incurred in providing managerial assistance to those implementing or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Company (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio companies that request itcompliance and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); (xiii) transfer agent, dividend agent and custodial fees; fees and expenses associated with marketing efforts expenses; (including attendance at investment conferences and similar events); xiv) federal and state registration fees; (xv) all costs of registration and listing shares of the Company’s common stock on any exchange listing feessecurities exchange; (xvi) federal, state, local, state and other local taxes; (xvii) independent directors’ fees and expenses, including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors advisers retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; (xviii) costs of preparing government and filing reports or other documents required by the SEC or other regulators, and all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Company’s activities and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Company and its activities; (xix) costs of any reports, proxy statements or other notices to stockholders, including periodic and current reports with the SECprinting costs; the Corporation’s (xx) fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; (xxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, telephonesecretarial and other staff, fees of independent accountants auditors, tax preparers and outside legal costs; (xxii) proxy voting expenses; (xxiii) all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board to or on account of holders of the securities of the Company, including in connection with any dividend reinvestment plan or direct stock purchase plan; (xxiv) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; (xxv) the allocated costs incurred by the Adviser and/or the Administrator in providing managerial assistance to those portfolio companies that request it; (xxvi) allocable fees and expenses associated with marketing efforts on behalf of the Company; (xxvii) all fees, costs and expenses of any litigation involving the Company or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to Company’s affairs; (xxviii) fees, costs and expenses of winding up and liquidating the Company’s assets; and (xxix) all other expenses incurred by the Corporation Company, the Adviser or the Administrator in connection with administering the CorporationCompany’s business, including, but not limited to, payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) . The Corporation will Company shall bear all other fees, costs and expenses that are incurred in its operationactivities, administrationoperations, administration and transactions and are not specifically assumed by the Corporation’s investment adviser Audax PDB Management Company, LLC (the “Adviser”), ) pursuant to that certain Investment Advisory Agreement, dated as of [•]April 10, 20212025 (the “Investment Advisory Agreement”), by and between the Corporation Company and the Adviser (the “Advisory Agreement”)Adviser. Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: expenses deemed (a) investment advisory fees, including management fees and incentive fees, to be “organization the Adviser, pursuant to the Investment Advisory Agreement; (b) the Company’s allocable portion of compensation, overhead (including rent, office equipment and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12utilities) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); other expenses incurred by the Adviser Administrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of Audax Management Company, LLC or any of its affiliates (“Audax”); and (c) all other expenses of the Company’s operations, administrations and transactions including, without limitation, those relating to: (i) organization and offering expenses associated with the offering of the Company’s securities (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Company’s systems and those of participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Company’s transfer agent and escrow agent, if applicable, fees to attend seminars sponsored by participating intermediaries and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding any shareholder servicing fee); (ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, directors, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, Audax or its affiliates), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Company if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide transactional legal advice and/or services to the Company or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Company and (y) expenses and fees to provide administrative and accounting services to the Company or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Company or affiliates in connection such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Company or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services); (iii) the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; (iv) the cost of effecting any sales and repurchases of the common shares of the Company (“Common Shares”) and other securities; (v) fees and expenses payable under any intermediary manager and selected intermediary agreements, if any; (vi) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Company, including, but not limited to, the arranging thereof and related legal expenses; (vii) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources; (viii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; (ix) costs of derivatives and hedging; (x) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, including agentsin evaluating, consultants developing, negotiating, structuring and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third partiesperforming due diligence on prospective portfolio companies, including agents, consultants and other advisors, relating to, or associated with, making investmentssuch expenses related to potential investments that were not consummated, and, if necessary, enforcing its the Company’s rights, and valuing investments ; (xi) expenses (including thirdthe allocable portions of compensation and out-party valuation firms)of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board or any committees thereof; placement agent fees (xii) all fees, costs and expenses, rating agency if any, incurred by or on behalf of the Company in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; (xiii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it; (xiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees and underwriting costs; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, meals, accommodations and entertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses); (xv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Company directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Company’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of the Adviser as lessor in connection therewith)); (xvi) transfer agent, dividend agent and custodial fees; (xvii) fees and expenses associated with marketing efforts efforts; (including attendance at investment conferences and similar events); xviii) federal and state registration fees; , franchise fees, any stock exchange listing feesfees and fees payable to rating agencies, as applicable; federal, state, local, and other taxes; (xix) independent directors’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, including and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; (xx) costs of preparing government filingsfinancial statements and maintaining books and records, including periodic costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, compliance and current attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing; (xxi) all fees, costs and expenses associated with the Corporationpreparation and issuance of the Company’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Company and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Company or the Adviser or its affiliates in connection with such provision of services thereby); (xxii) the costs of any reports, proxy statements or other notices to holders of the Common Shares (“Shareholders”) (including printing and mailing costs) and the costs of any Shareholder or Board meetings; (xxiii) proxy voting expenses; (xxiv) costs associated with an exchange listing; (xxv) costs of registration rights granted to certain investors, if any; (xxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Company and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Company and the amount of any judgments, fines, remediation or settlements paid in connection therewith; (xxvii) all fees, costs and expenses of any litigation, arbitration or audit involving the Company any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations or settlements paid in connection therewith, directors and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Company; (xxviii) all fees, costs and expenses associated with the Company’s information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Company and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services, reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations; (xxix) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Company’s election to be treated as a business development company; (xxx) costs associated with individual or group Shareholders; (xxxi) fidelity bond, directors and officers/officers errors and omissions liability insurance, insurance and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; (xxxii) direct costs and expenses of administration, including printing, mailing, copying, long distance telephone, fees copying and secretarial and other staff; (xxxiii) all fees, costs and expenses of independent accountants winding up and outside legal costsliquidating the Company’s assets; (xxxiv) extraordinary expenses (such as litigation or indemnification); (xxxv) all fees, costs and all other expenses incurred by related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings; notices or disclosures related to the Corporation Company’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act of 1933, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Company or reports to be filed with the Administrator CFTC, reports, disclosures, filings and notifications prepared in connection with administering the Corporation’s businesslaws and/or regulations of jurisdictions in which the Company engages in activities, includingincluding any notices, reports and/or filings required under the AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Company and its affiliates relating to the Company, and their activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Company including those pursuant to applicable disclosure laws and expenses relating to FOIA requests, but excluding, for the avoidance of doubt, any expenses incurred for general compliance and regulatory matters that are not limited to, payments under this Agreement based upon related to the Corporation’s allocable portion Company and its activities; (xxxvi) costs and expenses (including travel) in connection with the diligence and oversight of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.Comp

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 20212020, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including, but not limited to, payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations including the Company’s allocable portion of the costs and expenses of providing personnel and facilities hereunder, including . Except as specifically provided herein or otherwise in the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and Agreement between the Corporation Company and the Adviser (the “Advisory Agreement”), the Company anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Company, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. Costs The Company will bear all other costs and expenses of the Company’s operations, administration and transactions, including, but not limited to: (a) investment advisory fees, including management fees and incentive fees, to be borne the Adviser, pursuant to the Advisory Agreement; (b) the Company’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Corporation includeAdministrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of Apollo Global Management, Inc. (“Apollo”) or any of its affiliates; and (c) all other expenses of the Company’s operations, administration and transactions including, without limitation, those relating to: (i) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Company’s systems and those of the Company’s participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Company’s escrow agent and transfer agent, fees to attend retail seminars sponsored by participating intermediaries and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee); (ii) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators and sub-administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, its affiliates in Apollo), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Company if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisors that provide transactional legal advice and/or services to the Company or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Company and (y) expenses and fees to provide administrative and accounting services to the Company or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Company or affiliates in connection such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Company or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services); (iii) the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; (iv) the cost of effecting any sales and repurchases of the Company’s common shares of beneficial interest and other securities; (v) fees and expenses payable under any intermediary manager and selected intermediary agreements, if any; (vi) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Company, including, but not limited to, those relating to: the arranging thereof and related legal expenses; (vii) all fees, costs and expenses deemed of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources; (viii) costs incurred in connection with the formation or maintenance of entities or vehicles to be “organization hold the Company’s assets for tax or other purposes; (ix) costs of derivatives and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12hedging; (x) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissionsincluding travel, the dealer manager fee entertainment, lodging and any discountsmeal expenses, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and Adviser, or members of its investment team, or payable to third parties, including agentsin evaluating, consultants developing, negotiating, structuring and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third partiesperforming due diligence on prospective portfolio companies, including agents, consultants and other advisors, relating to, or associated with, making investmentssuch expenses related to potential investments that were not consummated, and, if necessary, enforcing its the Company’s rights, and valuing investments ; (xi) expenses (including thirdthe allocable portions of compensation and out-party valuation firms); placement agent fees of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board or any committees thereof; (xii) all fees, costs and expenses, rating agency if any, incurred by or on behalf of the Company in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, consulting and printing expenses; , reverse termination fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration and any liquidated damages, commitment fees that become payable under this Agreement; in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments; (xiii) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (xiv) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees and underwriting costs; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, meals, accommodations and entertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses); (xv) investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Company directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Company’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of Apollo as lessor in connection therewith)); (xvi) transfer agent, dividend agent and custodial fees; ; (xvii) fees and expenses associated with marketing efforts efforts; (including attendance at investment conferences and similar events); xviii) federal and state registration fees; , franchise fees, any stock exchange listing fees; federal, state, local, fees and other taxes; fees payable to rating agencies; (xix) independent directorstrustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, including and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; trustees; (xx) costs of preparing government filingsfinancial statements and maintaining books and records, including periodic costs of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 compliance and current attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing; (xxi) all fees, costs and expenses associated with the preparation and issuance of the Company’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Company and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Company or the Adviser or its affiliates in connection with such provision of services thereby); (xxii) the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any shareholder or Trustee meetings; (xxiii) proxy voting expenses; (xxiv) costs associated with an exchange listing; (xxv) costs of registration rights granted to certain investors; (xxvi) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Company and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Company and the amount of any judgments, fines, remediation or settlements paid in connection therewith; (xxvii) all fees, costs and expenses of any litigation, arbitration or audit involving the Company any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Company; (xxviii) all fees, costs and expenses associated with the Company’s information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings or a combination thereof or other reasonable methods determined by the Administrator) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Adviser and/or its affiliates for data-related services provided to the Company and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations; (xxix) the Corporationcosts of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Company’s election to be treated as a BDC; (xxx) costs associated with individual or group shareholders; (xxxi) fidelity bond, directors trustees and officers/officers errors and omissions liability insurance, insurance and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; ; (xxxii) direct costs and expenses of administration, including printing, mailing, copying, long distance telephone, fees copying and secretarial and other staff; (xxxiii) all fees, costs and expenses of independent accountants winding up and outside legal costsliquidating the Company’s assets; (xxxiv) extraordinary expenses (such as litigation or indemnification); (xxxv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings; notices or disclosures related to the Company’s activities (including, without limitation, expenses relating to the preparation and all other expenses incurred by filing of filings required under the Corporation Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Company or reports to be filed with the Administrator CFTC, reports, disclosures, filings and notifications prepared in connection with administering the Corporation’s businesslaws and/or regulations of jurisdictions in which the Company engages in activities, includingincluding any notices, but not limited toreports and/or filings required under the AIFMD, payments under this Agreement based upon the Corporation’s allocable portion European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Administrator’s overhead in performing Adviser relating to the Company and its obligations under this Agreementaffiliates relating to the Company, including rentand their activities) and/or other regulatory filings, travel and the allocable portion notices or disclosures of the cost of the Corporation’s chief compliance officer Adviser and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.its affiliates relatin

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the Corporation’s investment adviser advisor (the “Adviser”), pursuant to that certain Investment Advisory Management Agreement, dated as of [•[ ], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”)Adviser. Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions’s organization; the cost of calculating the Corporation’s net asset value; value (including the cost and expenses of effecting sales and repurchases of shares any independent valuation firms); expenses, including travel expense, incurred by the Adviser or payable to third parties performing due diligence on prospective portfolio companies, monitoring the Corporation’s investments and, if necessary, enforcing its rights; interest payable on debt, if any, incurred to finance the Corporation’s investments; offerings of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, any; investment advisory and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporationmanagement fees; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making investments; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; independent directors’ director fees and expenses, including any legal counsel ; preparing and filing reports or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports documents with the SEC; preparation of any reports, proxy statements or other notices to our stockholders, including printing costs; the Corporation’s fidelity bond, ; directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants audit and outside legal costs; and all other expenses reasonably incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including, but not limited to, payments under this Agreement based upon such as the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel rent and the allocable portion of the cost of the Corporation’s chief compliance financial officer and chief financial compliance officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Corporation Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Company, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or will be paid an additional amount based on the Administrator’s behalf. (b) services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Corporation Company will bear all costs and expenses that are incurred in its operation, administration, operation and transactions and not specifically assumed by the CorporationCompany’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•[ ], 2021, 2011 by and between the Corporation Company and the Adviser (the “Advisory Agreement”)Adviser. Costs and expenses to be borne by the Corporation Company include, but are not limited to, those relating to: (a) organization; (b) calculating the Company’s net asset value (including the cost and expenses deemed to be “organization of any independent valuation firm); (c) fees and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissionsincluding travel expenses, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and or payable to third partiesparties in performing due diligence on prospective portfolio companies, including agents, consultants and other advisors, in monitoring the financial and legal affairs Company’s investments and, if necessary, enforcing the Company’s rights; (d) interest payable on debt, if any, incurred to finance the Company’s investments; (e) costs of offerings of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the CorporationCompany’s common stock and other securities; (f) the base management fee and any incentive fees payable pursuant to fee; (g) distributions on the Advisory AgreementCompany’s common stock; (h) administration fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable Administrator under this Agreement; (i) transfer agent and custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent (k) amounts payable to third parties relating to, or associated with, evaluating, making and custodial disposing of investments; (l) brokerage fees and commissions; (m) registration fees; (n) listing fees; (o) taxes; (p) independent director fees and expenses expenses; (1) costs associated with marketing efforts (including attendance at investment conferences the Company’s reporting and similar events); compliance obligations under the Investment Company Act and applicable U.S. federal and state registration feessecurities laws; (r) the costs of any exchange listing fees; federalreports, state, local, and proxy statements or other taxes; independent directors’ fees and expensesnotices to the Company’s stockholders, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directorsprinting costs; brokerage commissions; (s) costs of proxy statements, stockholders’ reports and noticesholding stockholder meetings; costs of preparing government filings, including periodic and current reports with (t) the SEC; the CorporationCompany’s fidelity bond, ; (u) directors and officers/errors and omissions liability insurance, and any other insurance premiums; (v) litigation, indemnification paymentsand other non-recurring or extraordinary expenses; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; (w) direct costs and expenses of administrationadministration and operation, including printing, mailing, copying, telephone, fees of independent accountants audit and outside legal costs; (x) fees and expenses associated with marketing efforts; (y) dues, fees and charges of any trade association of which the Company is a member; and (z) all other expenses reasonably incurred by the Corporation Company or the Administrator in connection with administering the CorporationCompany’s business, including, but not limited to, payments such as the allocable portion of overhead under this Agreement based upon Agreement, including rent and the CorporationCompany’s allocable portion of the Administrator’s overhead in performing costs and expenses of its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and officer, chief financial officer and their respective staffs. To the extent the Administrator outsources any of its functions, including operations and tax professionals, and administrative staff providing support services in respect of the CorporationCompany will pay the fees associated with such functions on a direct basis without profit to the Administrator.