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 Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations hereunder, which shall be equal to an amount based on the Company’s allocable portion (subject to review and approval of the Board) of the Administrator’s overhead in performing its obligations under this Agreement, including allocable 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 to third parties, the Company may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator. b. Unless the Administrator, on the one hand, or the Adviser, on the other, elect to bear or waive any of the following costs (in their sole and absolute discretion), the Company will bear all other out-of-pocket costs and expenses of its operations and transactions, including, without limitation: (i) the organization of the Company; (ii) 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 Adviser, or members of the investment teams, 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) fees and expenses incurred by the Adviser (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring 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 Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Company’s account and in making, carrying, funding and/or otherwise resolving investment guarantees); (vi) offerings, sales, and repurchases of the Company’s common shares of beneficial interest (the “Shares”) and other securities; (vii) fees and expenses payable under any underwriting, dealer manager or placement agent agreements, if any; (viii) investment advisory fees payable under Section 6 of the Investment Advisory Agreement, by and between the Company and ▇▇▇▇▇▇▇▇▇ Asset Management LLC, dated ________, 2024 (the “Investment Advisory Agreement”); (ix) administration fees and expenses, if any, payable under this Agreement (including payments under this 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) any applicable administrative agent fees or loan arranging fees incurred with respect to the Company’s portfolio investments by the Adviser, the Administrator or an affiliate thereof; (xi) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the Company’s benefit (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance 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); (xii) costs incurred in connection with investor relations, board of trustees relations, and with preparing for and effectuating a listing of the Shares on any securities exchange; (xiii) transfer agent, dividend agent and custodial fees and expenses; (xiv) federal and state registration fees; (xv) all costs of registration and listing the Shares on any securities exchange; (xvi) federal, state and local taxes; (xvii) fees and expenses of the members of the Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Adviser or of the Company (each, an “Independent Trustee”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Independent Trustees; (xviii) costs of preparing 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 shareholders, including printing costs; (xx) fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (xxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent 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 distribution 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, 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 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 Company, the Adviser or the Administrator in connection with administering the Company’s business.

Compensation; Allocation of Costs and Expenses. a. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations hereunder, which shall be equal to an amount based on the Company’s allocable portion (subject to review and approval of the Board) of the Administrator’s overhead in performing its obligations under this Agreement, including allocable 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 to third parties, the Company may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator. b. Unless the Administrator, on the one hand, or the Adviser, on the other, elect to bear or waive any of the following costs (in their sole and absolute discretion), the Company will bear all other out-of-pocket costs and expenses of its operations and transactions, including, without limitation: (i) the organization of the Company; (ii) 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 Adviser, or members of the investment teams, 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) fees and expenses incurred by the Adviser (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring 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 Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Company’s account and in making, carrying, funding and/or otherwise resolving investment guarantees); (vi) offerings, sales, and repurchases of the Company’s common shares of beneficial interest (the “Shares”) and other securities; (vii) fees and expenses payable under any underwriting, dealer manager or placement agent agreements, if any; (viii) investment advisory fees payable under Section 6 of the Investment Advisory Agreement, by and between the Company and ▇▇▇▇▇▇▇▇▇ Asset Management LLC, dated ________July 23, 2024 (the “Investment Advisory Agreement”); (ix) administration fees and expenses, if any, payable under this Agreement (including payments under this 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) any applicable administrative agent fees or loan arranging fees incurred with respect to the Company’s portfolio investments by the Adviser, the Administrator or an affiliate thereof; (xi) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the Company’s benefit (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance 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); (xii) costs incurred in connection with investor relations, board of trustees relations, and with preparing for and effectuating a listing of the Shares on any securities exchange; (xiii) transfer agent, dividend agent and custodial fees and expenses; (xiv) federal and state registration fees; (xv) all costs of registration and listing the Shares on any securities exchange; (xvi) federal, state and local taxes; (xvii) fees and expenses of the members of the Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Adviser or of the Company (each, an “Independent Trustee”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Independent Trustees; (xviii) costs of preparing 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 shareholders, including printing costs; (xx) fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (xxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent 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 distribution 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, 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 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 Company, the Adviser or the Administrator in connection with administering the Company’s business.

Compensation; Allocation of Costs and Expenses. a. (a) In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, which . The amount and nature of such reimbursements shall be equal presented for review, on not less than a quarterly basis, to an amount based on the Company’s allocable portion (subject to review and approval members of the audit committee of the Board) , or in lieu thereof, to a committee of the Administrator’s overhead in performing its obligations under this AgreementBoard, including allocable rent, and the allocable portion all of the cost members of which are not “interested persons” of the Company’s officers, including a chief financial officer and chief compliance officer, if any, and their respective staffsas such term is defined under the Investment Company Act. To the extent the Administrator outsources any of its functions to third parties, the Company may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator. b. Unless the Administrator, on the one hand, or the Adviser, on the other, elect to bear or waive any of the following costs (in their sole and absolute discretion), the The Company will bear all other out-of-pocket costs and expenses that are incurred in its operation, administration and transactions and not specifically assumed by GSV Growth Credit LLC (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of its operations [ ], 2016 by and transactionsbetween the Company and the Adviser (as the same shall be amended from time to time). Costs and expenses to be borne by the Company include, includingbut are not limited to, without limitation: those relating to: organization and offering (iin an amount up to the greater of either $500,000 or 0.5% of Capital Commitments (as defined in Section 4(b) below), provided that, the organization amount of initial organizational and offering expenses in excess of the greater of $500,000 or 0.5% of Capital Commitments, as applicable, shall be paid by the Adviser); the Company; (ii) ’s pro-rata portion of fees and expenses related to a Spin-Off transaction; calculating the Company’s 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 Adviser, or members of the investment teams, 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) fees and ; expenses incurred by the Adviser (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in conducting research and due diligence on prospective investments and equity sponsorsproviding administrative services, analyzing investment opportunities, structuring monitoring the Company’s investments and monitoring investments and performing due diligence on its prospective portfolio companies companies; interest payable on an ongoing basis; (v) any and all feesdebt, costs and expenses if any, incurred in connection with the incurrence of leverage and indebtedness of the Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on to finance the Company’s borrowings investments; sales and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Company’s account and in making, carrying, funding and/or otherwise resolving investment guarantees); (vi) offerings, sales, and repurchases purchases of the Company’s common shares of beneficial interest (the “Shares”) stock and other securities; (vii) fees and expenses payable under any underwriting, dealer manager or placement agent agreements, if any; (viii) ; investment advisory fees payable under Section 6 of the Investment Advisory Agreement, by and between the Company and ▇▇▇▇▇▇▇▇▇ Asset Management LLC, dated ________, 2024 (the “Investment Advisory Agreement”); (ix) management fees; administration fees and expensesfees, if any, payable under this Agreement (including payments under this 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; fees payable to third parties, including rent and the allocable portion of the cost of the Company’s chief financial officer and chief compliance officeragents, and their respective staffs); (x) any applicable administrative agent fees or loan arranging fees incurred with respect to the Company’s portfolio investments by the Adviser, the Administrator or an affiliate thereof; (xi) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs consultants or other technology for the Company’s benefit (includingadvisors, without limitationrelating to, any or associated with, evaluating and all fees, costs and expenses of any investment, books and records, portfolio compliance 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); (xii) costs incurred in connection with investor relations, board of trustees relations, and with preparing for and effectuating a listing of the Shares on any securities exchange; (xiii) making investments; transfer agent, dividend agent and custodial fees and expenses; (xiv) fees; federal and state registration fees; (xv) ; all costs of registration and listing the Shares Company’s securities on any securities exchange; (xvi) ; federal, state and local taxes; (xvii) ; fees and expenses of the members of the Board directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Investment Company Act) of any such party (the Adviser or of the Company (each, an “Independent TrusteeDirectors”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Independent Trustees; (xviii) ; costs of preparing and filing reports or other documents required by the SEC SEC, the Financial Industry Regulatory Authority 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 shareholdersstockholders, including printing costs; (xx) ; the Company’s allocable portion of the fidelity bond, trustees directors and officers/errors and omissions liability insurance, and any other insurance premiums; (xxi) ; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers auditors 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 distribution 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, 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 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 Company, the Adviser Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Agreement, including rent and the allocable portion of the cost of the Company’s chief compliance officer and chief financial officer and their respective staffs.

Compensation; Allocation of Costs and Expenses. a. (a) In full consideration of the provision of the services of the Administrator, the Company Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. (b) The Fund will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Fund’s investment adviser (the “Adviser”), which shall be equal pursuant to an amount based on the Company’s allocable portion (subject to review Second Amended and approval of the Board) of the Administrator’s overhead in performing its obligations under this Restated Investment Advisory and Management Agreement, including allocable rentdated as of May 25, 2023, by and between the allocable portion of the cost of the Company’s officers, including a chief financial officer Fund and chief compliance officer, if any, and their respective staffs. To the extent the Administrator outsources any of its functions to third parties, the Company may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator. b. Unless the Administrator, on the one hand, or the Adviser, on as amended from time to time (the other, elect to bear or waive any of the following costs (in their sole and absolute discretion“Advisory Agreement”), the Company will bear all other out-of-pocket costs . Costs and expenses of its operations and transactionsto be borne by the Fund include, includingbut are not limited to, without limitationthose relating to: (i) the “organization and offering expenses” of the CompanyFund associated with this offering, as provided for in Conduct Rule 2310(a)(12) of the Financial Industrial Regulatory Authority, but excluding any shareholder servicing and/or distribution fees; (ii) calculating the Fund’s net asset value (including the cost and expenses of any independent valuation firmfirms or pricing services); (iii) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of the investment teams, 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) fees and expenses incurred by the Adviser (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company Fund and in conducting research monitoring the Fund’s investments (including the cost of consultants hired to develop information technology systems designed to monitor the Fund’s investments) and performing due diligence on its prospective investments and equity sponsorsportfolio companies; (iv) interest payable on debt, analyzing investment opportunitiesif any, structuring incurred to finance the CompanyFund’s investments and monitoring investments and portfolio companies on an ongoing basisinvestments; (v) any and all fees, costs and expenses incurred in connection with the incurrence of leverage and indebtedness offerings of the Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Company’s account and in making, carrying, funding and/or otherwise resolving investment guarantees); (vi) offerings, sales, and repurchases of the CompanyFund’s common shares of beneficial interest (the “Shares”) and the Fund’s other securities; (viivi) fees the costs of effecting any repurchases of the Shares and expenses payable under any underwriting, dealer manager or placement agent agreementsthe Fund’s other securities, if any; (viiivii) investment advisory fees, including management fees and incentive fees, payable under Section 6 of the Investment Advisory Agreement, by and between the Company and ▇▇▇▇▇▇▇▇▇ Asset Management LLC, dated ________, 2024 (the “Investment Advisory Agreement”); (ixviii) administration fees and expensesfees, if any, payable under this Agreement Agreement; (including payments ix) fees payable, if any, under this 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)any intermediary manager or selected intermediary agreements; (x) any applicable administrative agent shareholder servicing and/or distribution fees or loan arranging fees incurred with respect payable under the Fund’s Distribution and Shareholder Servicing Plan adopted pursuant to Rule 12b-1 under the Company’s portfolio investments by the Adviser, the Administrator or an affiliate thereof1940 Act; (xi) any and all feesfees payable to third parties, costs and expenses incurred in implementing or maintaining third-party or proprietary software toolsincluding agents, programs consultants or other technology advisors, relating to, or associated with, evaluating and making investments (including payments to third party vendors for the Company’s benefit (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and financial information services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); (xii) costs incurred in connection with investor relations, board of trustees relations, and with preparing for and effectuating a listing of the Shares on any securities exchange; (xiii) transfer agent, dividend escrow agent and custodial fees and expenses; (xivxiii) federal and state registration fees; (xvxiv) all costs of registration and listing the Fund’s Shares or any other securities on any securities exchange; (xvixv) federal, state and local taxes; (xviixvi) independent trustees’ fees and expenses of the members of the Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Adviser or of the Company (each, an “Independent Trustee”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Independent Trustees; (xviiixvii) costs of preparing and filing reports or other documents required by governmental bodies (including 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 requirementsSEC) and regulatory filings related to any agency administering the Company’s activities and/or other regulatory filings, notices or disclosures securities laws of the Adviser and its affiliates relating to the Company and its activitiesa state; (xixxviii) costs of any reports, proxy statements or other notices to shareholders, including printing and other related costs; (xix) commissions and other compensation payable to brokers or dealers; (xx) the Fund’s allocable portion of the fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (xxi) outside legal expenses; (xxii) accounting expenses (including fees and disbursements and expenses related to the audit of the Fund and the preparation of the Fund’s tax information); (xxiii) direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent 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 distribution 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, 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 Company’s affairs; (xxviii) fees, costs and expenses of winding up and liquidating the Company’s assets; and (xxixxxiv) all other expenses incurred by the Company, the Adviser Fund or the Administrator in connection with administering the CompanyFund’s businessbusiness (including payments under this Agreement based upon the Fund’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent (if office space is provided by the Administrator) and the allocable portion of the cost of the Fund’s officers and their respective staffs (including travel expenses)). Such expenses shall exclude, for the avoidance of doubt, (1) rent or depreciation, utilities, capital equipment or other administrative items of the Adviser or Administrator, or (2) any costs allocated to any “Controlling Person” (as defined in the NASAA Omnibus Guidelines, as amended from time to time) of the Adviser or the Administrator.

Compensation; Allocation of Costs and Expenses. a. In full consideration of the provision of the services of the Administrator, the Company Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, which shall be equal . The Fund will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Fund's investment adviser (the "Adviser") pursuant to an amount based on the Company’s allocable portion (subject to review Investment Advisory and approval of the Board) of the Administrator’s overhead in performing its obligations under this Management Agreement, including allocable rentdated as of August 12, 2024, by and between the allocable portion of the cost of the Company’s officers, including a chief financial officer Fund and chief compliance officer, if any, and their respective staffs. To the extent the Administrator outsources any of its functions to third parties, the Company may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator. b. Unless the Administrator, on the one hand, or the Adviser, on as amended from time to time (the other, elect to bear or waive any of the following costs (in their sole and absolute discretion"Advisory Agreement"), the Company will bear all other out-of-pocket costs . Costs and expenses of its operations and transactionsto be borne by the Fund include, includingbut are not limited to, without limitationthose relating to: (ia) the organization organizational expenses of the CompanyFund; (iib) calculating the Fund's net asset value (value, including the cost and expenses of any independent valuation firm)firms or pricing services; (iiic) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of the investment teams, 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) fees and expenses incurred by the Adviser (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company Fund and in conducting research monitoring the Fund's investments (including the cost of consultants hired to develop information technology systems designed to monitor the Fund's investments), and performing due diligence on its prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and monitoring investments and portfolio companies on an ongoing basiscompanies; (vd) any and all feesinterest payable on debt, costs and expenses if any, incurred in connection with by the incurrence of leverage and indebtedness of Fund to finance the Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Company’s account and in making, carrying, funding and/or otherwise resolving investment guarantees)Fund's investments; (vie) offerings, sales, and repurchases offerings of the Company’s Fund's common shares of beneficial interest (the “"Shares”") and the Fund's other securities; (viif) fees the costs of effecting any repurchases of the Shares and expenses payable under any underwriting, dealer manager or placement agent agreementsthe Fund's other securities, if any; (viiig) investment advisory fees, including management fees and incentive fees, payable under Section 6 of the Investment Advisory Agreement, by and between the Company and ▇▇▇▇▇▇▇▇▇ Asset Management LLC, dated ________, 2024 (the “Investment Advisory Agreement”); (ixh) administration fees and expenses, if any, payable under this Agreement and any sub-administration agreements; (including payments i) fees payable, if any, under this Agreement between any intermediary manager or selected intermediary agreements (or similar agreements with respect to the Company and the Administrator, based upon the Company’s allocable portion distribution of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion Shares or securities of the cost of the Company’s chief financial officer and chief compliance officer, and their respective staffsFund); (xj) any applicable administrative agent fees payable to third parties, including agents, consultants or loan arranging fees incurred with respect other advisors, relating to, or associated with, evaluating and making investments, including payments to the Company’s portfolio investments by the Adviser, the Administrator or an affiliate thereofthird party vendors for financial information services; (xi) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the Company’s benefit (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance 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); (xii) costs incurred in connection with investor relations, board of trustees relations, and with preparing for and effectuating a listing of the Shares on any securities exchange; (xiiik) transfer agent, escrow agent, dividend agent and custodial fees and expenses; (xivl) federal and state registration and franchise fees; (xvm) all costs of registration and listing the Fund's Shares or any other securities on any securities exchange; (xvin) federal, state and local taxes; (xviio) fees and expenses of the members of the Board trustees who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Investment Company Act) of the Fund or the Adviser or of the Company (each, an “Independent TrusteeTrustees”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Independent Trustees; (xviiip) costs of preparing and filing reports or other documents required by governmental bodies (including 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 any agency administering the Company’s activities and/or other regulatory filings, notices or disclosures securities laws of the Adviser and its affiliates relating to the Company and its activitiesa state); (xixq) costs of any reports, proxy statements or other notices to shareholders, including printing printing, mailing and other related costs; (xxr) commissions and other compensation payable to brokers or dealers; (s) the Fund's allocable portion of the fidelity bond, trustees and officers/officers errors and omissions liability insurance, and any other insurance premiums; (xxit) outside legal expenses; (u) accounting expenses (including fees and disbursements and expenses related to the audit of the Fund and the preparation of the Fund's tax information); (v) direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent 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 distribution 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; (xxvw) the allocated costs incurred by the Adviser and/or the Administrator in providing managerial assistance to those portfolio companies that request it; (xxvix) allocable fees and any expenses associated with marketing efforts on behalf incurred outside of the Company; (xxvii) all feesordinary course of business, including, without limitation, costs and expenses of any litigation involving the Company or its portfolio companies and the amount of any judgments or settlements paid incurred in connection therewithwith any claim, trustees and officerslitigation, liability arbitration, mediation, government investigation or other insurance (including costs of title insurance) similar proceedings and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to Companyas provided for in the Fund’s affairs; (xxviii) fees, costs and expenses of winding up and liquidating the Company’s assetsorganizational documents; and (xxixy) in addition to the compensation paid to the Adviser pursuant to the Advisory Agreement, the Fund shall reimburse the Adviser for any and all other expenses incurred by the Company, the Adviser it or the Administrator its affiliates in connection with administering the CompanyFund's business, including payments made under this Agreement based upon the Fund's allocable portion of the Administrator's overhead in performing its obligations under this Agreement, including rent (if office space is provided by the Administrator) and the allocable portion of the costs of the Fund’s businessofficers and their respective staffs (including travel expenses). Nothing contained herein shall be construed to restrict the Funds right to contract for services to be performed by third parties.

Compensation; Allocation of Costs and Expenses. a. (a) In full consideration of the provision of the services of the Administrator, the Company Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. (b) The Fund will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Fund’s investment adviser (the “Adviser”), which shall be equal pursuant to an amount based on the Company’s allocable portion (subject to review Second Amended and approval of the Board) of the Administrator’s overhead in performing its obligations under this Restated Investment Advisory and Management Agreement, including allocable rentdated as of May 25, 2023, by and between the allocable portion of the cost of the Company’s officers, including a chief financial officer Fund and chief compliance officer, if any, and their respective staffs. To the extent the Administrator outsources any of its functions to third parties, the Company may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator. b. Unless the Administrator, on the one hand, or the Adviser, on as amended from time to time (the other, elect to bear or waive any of the following costs (in their sole and absolute discretion“Advisory Agreement”), the Company will bear all other out-of-pocket costs . Costs and expenses of its operations and transactionsto be borne by the Fund include, includingbut are not limited to, without limitationthose relating to: (i) the “organization and offering expenses” of the CompanyFund associated with this offering, as provided for in Conduct Rule 2310(a)(12) of the Financial Industrial Regulatory Authority, but excluding any shareholder servicing and/or distribution fees; (ii) calculating the Fund’s net asset value (including the cost and expenses of any independent valuation firmfirms or pricing services); (iii) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of the investment teams, 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) fees and expenses incurred by the Adviser (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company Fund and in conducting research monitoring the Fund’s investments (including the cost of consultants hired to develop information technology systems designed to monitor the Fund’s investments) and performing due diligence on its prospective investments and equity sponsorsportfolio companies; (iv) interest payable on debt, analyzing investment opportunitiesif any, structuring incurred to finance the CompanyFund’s investments and monitoring investments and portfolio companies on an ongoing basisinvestments; (v) any and all fees, costs and expenses incurred in connection with the incurrence of leverage and indebtedness offerings of the Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Company’s account and in making, carrying, funding and/or otherwise resolving investment guarantees); (vi) offerings, sales, and repurchases of the CompanyFund’s common shares of beneficial interest (the “Shares”) and the Fund’s other securities; (viivi) fees the costs of effecting any repurchases of the Shares and expenses payable under any underwriting, dealer manager or placement agent agreementsthe Fund’s other securities, if any; (viiivii) investment advisory fees, including management fees and incentive fees, payable under Section 6 of the Investment Advisory Agreement, by and between the Company and ▇▇▇▇▇▇▇▇▇ Asset Management LLC, dated ________, 2024 (the “Investment Advisory Agreement”); (ixviii) administration fees and expensesfees, if any, payable under this Agreement Agreement; (including payments ix) fees payable, if any, under this 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)any intermediary manager or selected intermediary agreements; (x) any applicable administrative agent shareholder servicing and/or distribution fees or loan arranging fees incurred with respect payable under the Fund’s Distribution and Shareholder Servicing Plan adopted pursuant to Rule 12b-1 under the Company’s portfolio investments by the Adviser, the Administrator or an affiliate thereof1940 Act; (xi) any and all feesfees payable to third parties, costs and expenses incurred in implementing or maintaining third-party or proprietary software toolsincluding agents, programs consultants or other technology advisors, relating to, or associated with, evaluating and making investments (including payments to third party vendors for the Company’s benefit (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and financial information services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); (xii) costs incurred in connection with investor relations, board of trustees relations, and with preparing for and effectuating a listing of the Shares on any securities exchange; (xiii) transfer agent, dividend escrow agent and custodial fees and expenses; (xivxiii) federal and state registration fees; (xvxiv) all costs of registration and listing the Fund’s Shares or any other securities on any securities exchange; (xvixv) federal, state and local taxes; (xviixvi) independent trustees’ fees and expenses of the members of the Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Adviser or of the Company (each, an “Independent Trustee”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Independent Trustees; (xviiixvii) costs of preparing and filing reports or other documents required by governmental bodies (including 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 requirementsSEC) and regulatory filings related to any agency administering the Company’s activities and/or other regulatory filings, notices or disclosures securities laws of the Adviser and its affiliates relating to the Company and its activitiesa state; (xixxviii) costs of any reports, proxy statements or other notices to shareholders, including printing and other related costs; (xix) commissions and other compensation payable to brokers or dealers; (xx) the Fund’s allocable portion of the fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (xxi) outside legal expenses; (xxii) accounting expenses (including fees and disbursements and expenses related to the audit of the Fund and the preparation of the Fund’s tax information); (xxiii) direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent 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 distribution 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, 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 Company’s affairs; (xxviii) fees, costs and expenses of winding up and liquidating the Company’s assets; and (xxixxxiv) all other expenses incurred by the Company, the Adviser Fund or the Administrator in connection with administering the CompanyFund’s businessbusiness (including payments under this Agreement based upon the Fund’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent (if office space is provided by the Administrator) and the allocable portion of the cost of the Fund’s officers and their respective staffs (including travel expenses)).

Compensation; Allocation of Costs and Expenses. a. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, which shall be equal to an amount based on the Company’s allocable portion (subject to review and approval of the Board) of the Administrator’s overhead in performing its obligations under this Agreement, including allocable 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 to third parties, the Company may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator. b. Unless the Administrator, on the one hand, or the Adviser, on the other, elect to bear or waive any of the following costs (in their sole and absolute discretion), the The Company will bear all other out-of-pocket costs and expenses of its operations and transactions, including, without limitation: (i) the organization of the Company; (ii) 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 Adviser, or members of the investment teams, 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) fees and expenses incurred by the Adviser (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring 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 its organization, operation, administration and indebtedness of the Companytransactions and not specifically assumed by Oaktree Capital Management, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Company’s account and in making, carrying, funding and/or otherwise resolving investment guarantees); (vi) offerings, sales, and repurchases of the Company’s common shares of beneficial interest L.P. (the “SharesAdviser”) and other securities; (vii) fees and expenses payable under any underwriting), dealer manager or placement agent agreements, if any; (viii) investment advisory fees payable under Section 6 of the pursuant to that certain Investment Advisory Agreement, by and between the Company and ▇▇▇▇▇▇▇▇▇ Asset Management LLCdated as of July 9, dated ________, 2024 2018 (the “Investment Advisory Agreement”); (ix) administration fees . Costs and expenses, if any, payable under this Agreement (including payments under this Agreement between expenses to be borne by the Company and the Administratorinclude, based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreementbut are not limited to, including rent and the allocable portion of the cost of the Company’s chief financial officer and chief compliance officerthose relating to: (a) all costs, and their respective staffs); (x) any applicable administrative agent fees or loan arranging fees incurred with respect to the Company’s portfolio investments by the Adviser, the Administrator or an affiliate thereof; (xi) any and all fees, costs expenses and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the Company’s benefit (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance 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); (xii) costs incurred in connection with investor relations, board of trustees relations, and with preparing for and effectuating a listing of the Shares on any securities exchange; (xiii) transfer agent, dividend agent and custodial fees and expenses; (xiv) federal and state registration fees; (xv) all costs of registration and listing the Shares on any securities exchange; (xvi) federal, state and local taxes; (xvii) fees and expenses of the members of the Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Adviser or of the Company (each, an “Independent Trustee”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Independent Trustees; (xviii) costs of preparing 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 shareholders, including printing costs; (xx) fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (xxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent 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 distribution reinvestment plan or direct stock purchase plan; (xxiv) costs liabilities incurred in connection with the formation and organization of the Company and the offering and sale of the Common Stock, including expenses of registering or maintenance qualifying securities held by the Company for sale and blue sky filing fees; (b) diligence and monitoring of entities or vehicles to hold the Company’s assets financial, regulatory and legal affairs, and, if necessary, enforcing rights in respect of investments (to the extent an investment opportunity is being considered for tax the Company and any other funds or other purposes; (xxv) the allocated costs incurred accounts managed by the Adviser and/or or its affiliates, the Administrator Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other funds and accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other funds and accounts); (c) the cost of calculating the Company’s Net Asset Value (including third-party valuation firms); (d) the cost of effecting sales and repurchases of shares of the Company’s Common Stock and other securities; (e) Management and Incentive Fees payable pursuant to the Investment Advisory Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (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 associated with marketing efforts (including travel and attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; ; (xxvij) allocable fees, interest and other costs payable on or in connection with any indebtedness; (k) federal and state registration fees and other governmental charges; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices and any other regulatory reporting expenses; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) printing, mailing, 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 associated incurred in connection with marketing efforts 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; (xxvii) all fees, costs including expenses related to organizing and expenses maintaining persons through or in which investments may be made and the allocable portion of any litigation involving the Company or its portfolio companies and the amount of any judgments or settlements paid Adviser costs, including personnel, incurred in connection therewith; (aa) accounting expenses, trustees including expenses associated with the preparation of the financial statements and officers, liability or other insurance tax information reporting returns of the Company and the filing of various tax withholding forms and treaty forms by the Company; (including costs bb) the allocable portion of title insurance) and indemnification (including advancement the compensation 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 assetsChief Financial Officer and Chief Compliance Officer and their respective staffs; and and (xxixcc) all other expenses incurred by the CompanyAdministrator, an affiliate of the Adviser Administrator or the Administrator Company in connection with administering the Company’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, marketing, legal and other services performed by the Administrator or such affiliate for the Company. For the avoidance of doubt, the Company will bear its allocable portion of the costs of the compensation, benefits, and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in 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 affiliates) for an allocable portion of the 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 Company and in acting on behalf of the Company). 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 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, which shall the Administrator will be equal to paid an additional amount based on the Company’s allocable portion (subject to review and approval of services provided, which shall not exceed the Board) of the Administrator’s overhead in performing its obligations under this Agreement, including allocable 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 to third parties, amount the Company may pay receives from the fees associated with such functions on a direct basis to such third parties without profit to the Administrator. b. Unless the Administrator, on the one hand, or the Adviser, on the other, elect to bear or waive any of the following costs (in their sole and absolute discretion), the portfolio companies for providing this assistance. The Company will bear all other out-of-pocket costs and expenses of that are incurred in its operations operation and transactions, including, without limitation: (i) the organization of transactions and not specifically assumed by the Company; ’s investment adviser (iithe “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of October 9, 2012, 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: (a) organization; (b) calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); ; (iiic) fees and expenses, including travel, entertainment, lodging and meal travel expenses, incurred by the Adviser, or members of the investment teams, Adviser or payable to third parties, parties in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential monitoring the Company’s investments that were not consummated, and, if necessary, enforcing the Company’s rights; ; (ivd) fees and expenses interest payable on debt, if any, incurred by the Adviser (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring finance the Company’s investments and monitoring investments and portfolio companies on an ongoing basis; investments; (ve) any and all fees, costs and expenses incurred in connection with the incurrence of leverage and indebtedness of the Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Company’s account and in making, carrying, funding and/or otherwise resolving investment guarantees); (vi) offerings, sales, and repurchases offerings of the Company’s common shares of beneficial interest (the “Shares”) stock and other securities; ; (viif) fees the base management fee and expenses payable under any underwriting, dealer manager or placement agent agreements, if any; incentive fee; (viiig) investment advisory fees payable under Section 6 of distributions on the Investment Advisory Agreement, by and between the Company and ▇▇▇▇▇▇▇▇▇ Asset Management LLC, dated ________, 2024 Company’s common stock; (the “Investment Advisory Agreement”); (ixh) administration fees payable to the 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; (k) amounts payable to third parties relating to, if anyor associated with, payable under this Agreement evaluating, making and disposing of investments; (including payments under this Agreement between the Company l) brokerage fees and the Administrator, based upon commissions; (m) registration fees; (n) listing fees; (o) taxes; (p) independent director fees and expenses; (1) costs associated with the Company’s allocable portion of the Administrator’s overhead in performing its reporting and compliance obligations under the Administration Agreement, including rent Investment Company Act and the allocable portion of the cost of the Company’s chief financial officer and chief compliance officer, and their respective staffs); (x) any applicable administrative agent fees or loan arranging fees incurred with respect to the Company’s portfolio investments by the Adviser, the Administrator or an affiliate thereof; (xi) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the Company’s benefit (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance 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); (xii) costs incurred in connection with investor relations, board of trustees relations, and with preparing for and effectuating a listing of the Shares on any securities exchange; (xiii) transfer agent, dividend agent and custodial fees and expenses; (xiv) U.S. federal and state registration fees; securities laws; (xvr) all costs of registration and listing the Shares on any securities exchange; (xvi) federal, state and local taxes; (xvii) fees and expenses of the members of the Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Adviser or of the Company (each, an “Independent Trustee”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Independent Trustees; (xviii) costs of preparing 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 shareholdersthe Company’s stockholders, including printing costs; ; (xxs) costs of holding stockholder meetings; (t) the Company’s fidelity bond, trustees ; (u) directors and officers/errors and omissions liability insurance, and any other insurance premiums; ; (xxiv) litigation, indemnification and other non-recurring or extraordinary expenses; (w) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial audit and other staff, independent auditors, tax preparers and outside legal costs; ; (xxiix) 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 distribution 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; efforts; (xxviiy) all feesdues, costs fees and expenses charges of any litigation involving trade association of which the Company or its portfolio companies is a member; and the amount of any judgments 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 Company’s affairs; (xxviii) fees, costs and expenses of winding up and liquidating the Company’s assets; and (xxixz) all other expenses reasonably incurred by the Company, the Adviser Company or the Administrator in connection with administering the Company’s business, such as the allocable portion of overhead under this Agreement, including rent and the Company’s allocable portion of the costs and expenses of its chief compliance officer, chief financial officer and their respective staffs. To the extent the Administrator outsources any of its functions, the Company 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 Company 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, which shall the Administrator will be equal to paid an additional amount based on the Company’s allocable portion (subject to review and approval of services provided, which shall not exceed the Board) of amount the Administrator’s overhead in performing its obligations under Corporation receives from the portfolio companies for providing this Agreement, including allocable 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 staffsassistance. To the extent the Administrator outsources any of its functions to third parties, the Company may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator. b. Unless the Administrator, on the one hand, or the Adviser, on the other, elect to bear or waive any of the following costs (in their sole and absolute discretion), the Company The Corporation will bear all other out-of-pocket costs and expenses that are incurred in its operation and transactions and not specifically assumed by TPVG Advisers LLC, the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of its operations February 18, 2014, by and transactionsbetween the Corporation and the Adviser. Costs and expenses to be borne by the Corporation include, includingbut are not limited to, without limitationthose relating to: (ia) the organization of the CompanyCorporation; (iib) calculating the Corporation’s 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 Adviser, or members of the investment teams, 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; (ivc) fees and expenses incurred by the Adviser (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs for the Company Corporation and in conducting research and monitoring the Corporation’s investments, performing due diligence on prospective investments portfolio companies or otherwise relating to, or associated with, evaluating and equity sponsorsmaking investments; (d) indemnification payments; (e) providing managerial assistance to those portfolio companies that request it; (f) marketing expenses; (g) expenses relating to the development and maintenance of the Corporation’s website; (h) interest payable on debt, analyzing investment opportunitiesif any, structuring incurred to finance the CompanyCorporation’s investments and monitoring investments and expenses related to unsuccessful portfolio companies on an ongoing basisacquisition efforts; (vi) any offerings of the Corporation’s common stock and all other securities, including the Offering; (j) investment advisory and management fees; (k) administration fees, expenses and/or payouts payable under this Agreement; (l) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; (m) fees and expenses incurred in connection with the incurrence of leverage and indebtedness of the Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Company’s account and in making, carrying, funding and/or otherwise resolving investment guarantees)debt financing; (vi) offerings, sales, and repurchases of the Company’s common shares of beneficial interest (the “Shares”) and other securities; (viin) fees and expenses payable under any underwriting, dealer manager or placement agent agreements, if anyassociated with origination efforts; (viii) investment advisory fees payable under Section 6 of the Investment Advisory Agreement, by and between the Company and ▇▇▇▇▇▇▇▇▇ Asset Management LLC, dated ________, 2024 (the “Investment Advisory Agreement”); (ix) administration fees and expenses, if any, payable under this Agreement (including payments under this 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) any applicable administrative agent fees or loan arranging fees incurred with respect to the Company’s portfolio investments by the Adviser, the Administrator or an affiliate thereof; (xi) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the Company’s benefit (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance 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); (xii) costs incurred in connection with investor relations, board of trustees relations, and with preparing for and effectuating a listing of the Shares on any securities exchange; (xiiio) transfer agent, dividend agent and custodial fees and expenses; (xivp) federal and state registration fees; (xvq) all costs of registration and of the Corporation’s securities with the appropriate regulatory agencies; (r) all costs of listing the Shares Corporation’s shares on any securities exchange; (xvis) federal, state and local taxes; (xviit) fees and expenses of the members of the Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Adviser or of the Company (each, an “Independent Trustee”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Independent Trusteesbrokerage commissions; (xviiiu) independent directors’ fees and expenses; (v) costs of preparing and filing reports or other documents required by the SEC SEC, Financial Industry Regulatory Authority 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; (xixw) costs of any reports, proxy statements or other notices to shareholdersstockholders, including printing costs; (xxx) costs associated with individual or groups of stockholders; (y) the Corporation’s allocable portion of any fidelity bond, trustees directors’ and officers/errors officers’/errors and omissions liability insuranceinsurance policies, and any other insurance premiums; (xxiz) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers auditors 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 distribution 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, trustees and officers, liability or other insurance (including costs of title insuranceaa) 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 Company, the Adviser Company or the Administrator in connection with administering the Company’s business, including payments between the Company and the Administrator based upon the Company’s allocable portion of the Administrator’s overhead and other expenses associated with performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions and the allocable portion of the costs of compensation and related expenses of the Corporation’s chief compliance officer and chief financial officer and their respective administrative support staffs. To the extent the Administrator outsources any of its functions, the Corporation will pay the fees associated with such functions on a direct basis without profit to the Administrator. The Administrator is hereby authorized to enter into one or more sub-administration agreements, upon Board approval, with other service providers (each, a sub-administrator) pursuant to which the Administrator may obtain the services of the service providers in fulfilling its responsibilities hereunder. Any such sub-administration agreements shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.

Compensation; Allocation of Costs and Expenses. a. (a) In full consideration of the provision of the services of the Administrator, the Company Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, which shall be equal to an amount based on the Company’s allocable portion (subject to review and approval of the Board) of the Administrator’s overhead in performing its obligations under this Agreement, including allocable 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 to third parties, the Company may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator. b. Unless the Administrator, on the one hand, or the Adviser, on the other, elect to bear or waive any of the following costs (in their sole and absolute discretion), the Company b) The Fund will bear all other out-of-pocket costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Fund’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of its operations [●], 2025, by and transactionsbetween the Fund and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Fund include, includingbut are not limited to, without limitation: (i) those relating to: organization and offering; calculating the organization of the Company; (ii) calculating Fund’s net asset value (including the cost and expenses of any independent valuation firmfirms); (iii) expenses, including travel, entertainment, lodging and meal expenses, ; expenses incurred by the Adviser, Administrator or members of the investment teams, or affiliates thereof payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in evaluating, developing, negotiating, structuring monitoring financial and legal affairs for the Fund and in monitoring the Fund’s investments and performing due diligence on its prospective portfolio companies, including such expenses related to potential investments that were not consummated, andinvestments; interest payable on debt, if necessaryany, enforcing incurred to finance the CompanyFund’s rights; (iv) investments; offerings of the Fund’s debt, common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees and expenses incurred by the Adviser (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial relating to, or associated with, evaluating and legal affairs for the Company making investments; transfer agent 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 custodial fees, costs and expenses incurred in connection with the incurrence of leverage and indebtedness of the Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Company’s account and in making, carrying, funding and/or otherwise resolving investment guarantees); (vi) offerings, sales, and repurchases of the Company’s common shares of beneficial interest (the “Shares”) and other securities; (vii) ; fees and expenses payable associated with marketing efforts (including attendance at investment conferences and similar events) to the extent allowed under any underwriting, dealer manager or placement agent agreements, if any; (viii) investment advisory fees payable under Section 6 of the Investment Advisory Agreement, by and between the Company and ▇▇▇▇▇▇▇▇▇ Asset Management LLC, dated ________, 2024 (the “Investment Advisory Agreement”); (ix) administration fees and expenses, if any, payable under this Agreement (including payments under this 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) any applicable administrative agent fees or loan arranging fees incurred with respect to the Company’s portfolio investments by the Adviser, the Administrator or an affiliate thereof; (xi) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the Company’s benefit (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance 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); (xii) costs incurred in connection with investor relations, board of trustees relations, and with preparing for and effectuating a listing of the Shares on any securities exchange; (xiii) transfer agent, dividend agent and custodial fees and expenses; (xiv) Act; federal and state registration fees; (xv) ; all costs of registration and listing the Shares Fund’s securities on any securities exchange; (xvi) ; federal, state and local taxes; (xvii) ; Trustees’ fees and expenses of the members of the Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Adviser or of the Company (each, an “Independent Trustee”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Independent Trustees; (xviii) ; costs of preparing and filing reports or other documents required by the SEC or any 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) governmental agency; costs of any reports, proxy statements or other notices to shareholdersstockholders, including printing costs; (xx) ; the Fund’s allocable portion of the fidelity bond, trustees directors and officers/errors and omissions liability insurance, and any other insurance premiums; (xxi) ; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers auditors and outside legal costs; (xxii) proxy voting expenses; (xxiii) all ; research and market data expenses relating including, without limitation, news and quotation equipment and services; computer software specific 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 business of the securities of the Company, including in connection with Fund; any distribution 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, 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 Company’s affairs; (xxviii) fees, costs and expenses of winding up and liquidating the Company’s assets; and (xxix) all other unreimbursed expenses incurred by the Company, the Adviser or the Administrator in connection with administering the Company’s business.in

Compensation; Allocation of Costs and Expenses. a. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations hereunder, which shall be equal to an amount based on the Company’s allocable portion (subject to review and approval of the Board) of the Administrator’s overhead in performing its obligations under this Agreement, including allocable 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 to third parties, the Company may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator. b. Unless the Administrator, on the one hand, or the Adviser, on the other, elect to bear or waive any of the following costs (in their its sole and absolute discretion), the Company will shall bear all other out-of-pocket costs and expenses of its operations and transactions, including, without limitation, those relating to: (i) the organization of the Company; (ii) 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 Adviser, or members of the investment teams, 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) fees and expenses incurred by the Adviser (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring 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 Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Company’s account and in making, carrying, funding and/or otherwise resolving investment guarantees); (vi) offerings, sales, and repurchases of the Company’s common shares of beneficial interest (the “Shares”) and other securities; (vii) fees and expenses payable under any underwriting, dealer manager or placement agent agreements, if any; (viii) investment advisory fees payable under Section 6 of the Investment Advisory Agreement, dated [], 2025, by and between the Company and ▇▇▇▇▇▇▇▇▇ Asset Management LLC, dated ________, 2024 LLC (the “Investment Advisory Agreement”); (ix) administration fees and expenses, if any, payable under this Agreement (including payments under this 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) any applicable administrative agent fees or loan arranging fees incurred with respect to the Company’s portfolio investments by the Adviser, the Administrator or an affiliate thereof; (xi) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the Company’s benefit (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance 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); (xii) costs incurred in connection with investor relations, board of trustees relations, and with preparing for and effectuating a listing of the Shares on any securities exchange; (xiii) transfer agent, dividend agent and custodial fees and expenses; (xiv) federal and state registration fees; (xv) all costs of registration and listing the Shares on any securities exchange; (xvi) federal, state and local taxes; (xvii) fees and expenses of the members of the Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Adviser or of the Company (each, an “Independent Trustee”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Independent Trustees; (xviii) costs of preparing 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 shareholders, including printing costs; (xx) fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (xxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent 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 distribution 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, 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 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 Company, the Adviser or the Administrator in connection with administering the Company’s business.

Compensation; Allocation of Costs and Expenses. a. In full consideration of the provision of the services of the Administrator, the Company Fund 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 Fund, which shall the Administrator will be equal to paid an additional amount based on the Company’s allocable portion (subject to review and approval of services provided, which shall not exceed the Board) of amount the Administrator’s overhead in performing its obligations under Fund receives from the portfolio companies for providing this Agreement, including allocable 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 staffsassistance. To the extent the Administrator outsources any of its functions to third parties, the Company may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator. b. Unless the Administrator, on the one hand, or the Adviser, on the other, elect to bear or waive any of the following costs (in their sole and absolute discretion), the Company will The Fund shall bear all other out-of-pocket costs and expenses of that are incurred in its operations operation and transactionstransactions and not specifically assumed by the Fund’s investment adviser (the “Adviser”) pursuant to that certain Investment Advisory Agreement by and between the Fund and the Adviser (as amended from time to time, includingthe “Advisory Agreement”). Costs and expenses to be borne by the Fund include, without limitation: but are not limited to, those relating to: (ia) the organization organizational expenses of the Company; Fund; (iib) calculating the net asset value (of the Fund, including the cost and expenses of any independent valuation firm); ; (iii) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of the investment teams, 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; (ivc) fees and expenses incurred by the Adviser (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company Fund and in conducting research and monitoring the Fund’s investments, performing due diligence on prospective 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, any studies commissioned by the Adviser and travel and lodging expenses; (d) interest payable on debt, if any, incurred by the Fund to finance its investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and monitoring investments and expenses related to unsuccessful portfolio companies on an ongoing basis; acquisition efforts; (ve) any and all fees, costs and expenses incurred in connection with the incurrence of leverage and indebtedness offerings of the Companycommon shares and other securities of the Fund, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal public or interest on the Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Company’s account and in making, carrying, funding and/or otherwise resolving investment guarantees); (vi) offerings, sales, and repurchases private offering of the Company’s common shares of beneficial interest the Fund; (the “Shares”f) investment advisory fees, including management fees and other securities; incentive fees; (viig) administration fees and expenses payable under any underwriting, dealer manager or placement agent agreements, if any; this Agreement (viiias amended from time to time); (h) investment advisory fees payable under Section 6 of the Investment Advisory Agreementto third parties, by including agents, consultants or other advisors, relating to, or associated with, evaluating and between the Company and ▇▇▇▇▇▇▇▇▇ Asset Management LLCmaking investments in portfolio companies, dated ________, 2024 including costs associated with meeting financial sponsors; (the “Investment Advisory Agreement”); i) fees payable to transaction/brokerage platforms; (ixj) administration subscription processing fees and expenses, if any, payable under this Agreement ; (including payments under this Agreement between the Company k) reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed 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); itemized invoices; (xl) any applicable administrative agent fees or loan arranging fees incurred with respect to the Company’s portfolio investments by the Adviser, the Administrator or an affiliate thereof; (xi) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology Fund for the Company’s benefit (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance 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); (xii) costs incurred in connection with investor relations, board of trustees relations, and with preparing for and effectuating a listing of the Shares on any securities exchange; (xiii) transfer agent, dividend agent and custodial fees and expenses; ; (xivm) fees and expenses payable under any managing dealer and selected dealer agreements, if any; (n) U.S. federal and state registration and franchise fees; ; (xvo) all costs of registration and listing of the Shares Fund’s securities on any securities exchange; , if applicable; (xvip) U.S. federal, state and local taxes; ; (xviiq) independent trustees’ fees and expenses of the members of the Board who are not “interested persons” expenses; (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Adviser or of the Company (each, an “Independent Trustee”), including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Independent Trustees; (xviiir) costs of preparing 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; (xixs) costs of any reports, proxy statements or other notices to shareholders, including printing costs; ; (xxt) costs associated with individual or group shareholders; (u) costs of registration rights granted to certain investors, if any; (v) costs associated with compliance with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended; (w) the Fund’s allocable portion of any fidelity bond, trustees trustees’ and officers/’ errors and omissions liability insuranceinsurance policies, and any other insurance premiums; ; (xxix) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers auditors and outside legal costs; ; (xxiiy) costs and expenses, including travel, meals, accommodations, entertainment and other similar expenses, incurred by the Adviser or its affiliates for meetings with existing investors and any intermediaries, registered investment advisors, financial and other advisors representing such existing investors; (z) proxy voting expenses; ; and (xxiiiaa) 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 distribution 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, 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 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 Company, the Adviser Fund or the Administrator in connection with administering the CompanyFund’s business, including payments made under this Agreement based upon the Fund’s allocable portion (subject to the review and approval of the Fund’s independent trustees) of the Administrator’s overhead in performing its obligations under this Agreement, including rent, fees and expenses associated with performing compliance functions and the allocable portion of the cost of the Fund’s chief compliance officer and chief financial officer and their respective staffs. To the extent the Administrator outsources any of its functions, the Fund shall pay the fees associated with such functions on a direct basis without profit to the Administrator.