Common use of Compensation of the Adviser Clause in Contracts

Compensation of the Adviser. a. The Trust will pay the Adviser a management fee (the “Trust Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master leasehereinafter set forth. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubtmay agree to temporarily or permanently waive or defer, in whole or in part, the DST Base Management Fee may be waived at and/or the Incentive Fee. See Appendix A for examples of how these fees are calculated. Such examples are included for illustrative purposes only and are not considered part of this Agreement. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s sole discretion and no designee as the Adviser may otherwise direct. (a) The Base Management Fee shall be calculated at an annual rate of 1.75% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents. For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Company files with the SEC. The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed quarters. The Base Management Fee for any partial month or quarter shall be appropriately prorated and adjusted for any share issuances or repurchases during the relevant month or quarter. The determination of gross assets will reflect changes in the fair value of the Company’s portfolio investments. The fair value of derivatives and swaps held in the Company’s portfolio, which will not necessarily equal the notional value of such derivatives and swaps, will be included in the calculation of gross assets. (b) The Incentive Fee shall consist of two parts, as follows: (i) The first part of the Incentive Fee (the “Incentive Fee on Income”) shall be calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including (i) any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, advisory, diligence and consulting fees or other fees that the Company receives from portfolio companies, (ii) any gain realized on the extinguishment of the Company’s debt and (iii) any other income of any kind that the Company is required to distribute to its stockholders in order to maintain its regulated investment company (“RIC”) status) accrued during the quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on Class E Shares any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received and may never receive in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or Class E OP Units. b. The Trust Management unrealized capital appreciation or depreciation. Pre-Incentive Fee and Net Investment Income, expressed as a rate of return on the DST Management Fee may be paid, value of the Company’s net assets at the Adviser’s electionend of the immediately preceding quarter, in cash or cash equivalent aggregate NAV amounts shall be compared to a “hurdle rate” of Class E Shares or Class E OP Units1.75% per quarter (7% annualized), subject to a “catch-up” provision measured as of the end of each quarter. The OP Company’s net investment income used to calculate the Incentive Fee on Income is also included in the amount of the Company’s gross assets used to calculate the Base Management Fee. The operation of the Incentive Fee may be paidon Income with respect to the Company’s Pre-Incentive Fee Net Investment Income for each quarter is as follows: · No Incentive Fee on Income is payable to the Adviser in any quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.75%; · 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, at if any, that exceeds the hurdle rate but is less than or equal to 2.19% in any quarter (8.76% annualized) is payable to the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any This portion of the Management Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than or equal to 2.19%) is referred to as the “catch-up.” The “catch-up” provision is intended to provide the Adviser with an Incentive Fee on Income of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when the Company’s Pre-Incentive Fee Net Investment Income exceeds 2.19% in Class E Shares or Class E OP Unitsany quarter; · 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.19% in any quarter (8.76% annualized) is payable to the Adviser (i.e., once the hurdle rate is reached and the catch-up is achieved, 20% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Adviser); · For purposes of computing the Incentive Fee on Income, the Adviser calculation methodology will look through derivatives or swaps as if the Company owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative or swap (which is defined as the difference between (i) the interest income and transaction fees received in respect of the reference assets of the derivative or swap and (ii) all interest and other expenses paid by the Company to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Incentive Fee on Income. (ii) The second part of the Incentive Fee (the “Incentive Fee on Capital Gains”) shall be determined and payable in arrears as of the end of each fiscal year (or upon termination of this Agreement, as of the termination date), and shall equal 20% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any subsequent transferee thereof may elect to have previously paid Incentive Fees on Capital Gains; provided that the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date Incentive Fee on Capital Gains determined at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits end of the TrustCompany’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units first fiscal year will be repurchased calculated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled a period shorter than twelve months to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from inception. In no event will the number Incentive Fee on Capital Gains payable pursuant hereto be in excess of days the amount permitted by the Advisers Act, including Section 205 thereof. For purposes of computing the Incentive Fee on Capital Gains, the calculation methodology will look through derivatives or swaps as if the Company owned the reference assets directly. Therefore, realized gains and realized losses on the disposition of any partial calendar month reference assets, as well as unrealized depreciation on reference assets retained in the derivative or calendar year for which this Agreement was swap, will be included on a cumulative basis in effectthe calculation of the Incentive Fee on Capital Gains.

Compensation of the Adviser. a. The Trust will pay Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributionshereinafter set forth. The Trust Parties will pay Corporation shall make any payments due hereunder to the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal or to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Corporation may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and 1.50% per annum of the DST Management Fee may be paid, at average value of the AdviserCorporation’s election, in total assets (other than cash or cash equivalent aggregate NAV amounts equivalents but including assets purchased with borrowed funds) at the end of Class E Shares or Class E OP Units. The OP each of the two most recently completed calendar quarters; provided, however, the Base Management Fee may shall be paid, at 1.00% per annum of the Adviseraverage value of the Corporation’s election, in total assets (other than cash or cash equivalent aggregate NAV amounts equivalents but including assets purchased with borrowed funds) at the end of Class E OP Units. If the Adviser elects to receive any portion each of the two most recently completed calendar quarters that exceeds an amount equal to the product of (i) 200% and (ii) the Corporation’s net asset value at the end of the most recently completed calendar quarter. The Base Management Fee will be payable quarterly in Class E Shares arrears and appropriately adjusted for any share issuances or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at repurchases during the current NAVcalendar quarter. Class E Shares Base Management Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and Class E OP Units payable quarterly in arrears based on the Pre-Incentive Fee net investment income for the quarter. “Pre-Incentive Fee net investment income” means interest income, dividend income and any other income (including those subsequently exchanged any other fees (other than fees for Sharesproviding managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Corporation receives from portfolio companies) obtained accrued by the Adviser will not be subject to Corporation during the repurchase limits of calendar quarter, minus the TrustCorporation’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased operating expenses for the Class E Shares with an equivalent aggregate NAV. The Adviser will have quarter (including the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classesBase Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master leasehereinafter set forth. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubtmay agree to temporarily or permanently waive, in whole or in part, the DST Base Management Fee may be waived at and/or the Adviser’s sole discretion and no Incentive Fee. See Appendix A for examples of how these fees are calculated. (a) The Base Management Fee shall be calculated at an annual rate of 1.00% of the Company's gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents. For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Company files with the SEC. The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the average value of the Company's gross assets at the end of the two most recently completed quarters. The Base Management Fee for any partial month or quarter shall be appropriately prorated. (b) The Incentive Fee shall consist of two parts, as follows: (i) The first part shall be calculated and payable quarterly in arrears based on the Company's “Pre-Incentive Fee Net Investment Income'' for the immediately preceding quarter. For this purpose, ''Pre-Incentive Fee Net Investment Income'' means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the quarter, minus the Company's operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement with FSC, Inc., and any interest expense and dividends paid on Class E Shares any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or Class E OP Units. b. The Trust Management unrealized capital appreciation or depreciation. Pre-Incentive Fee and Net Investment Income, expressed as a rate of return on the DST Management Fee may be paid, value of the Company's net assets at the Adviser’s electionend of the immediately preceding quarter, in cash or cash equivalent aggregate NAV amounts shall be compared to a ''hurdle rate'' of Class E Shares or Class E OP Units1.5% per quarter (6% annualized), subject to a ''catch-up'' provision measured as of the end of each quarter. The OP Management Company's net investment income used to calculate this part of the incentive fee is also included in the amount of the Company's gross assets used to calculate the 1% base management fee. The operation of the incentive fee with respect to the Company's Pre-Incentive Fee may be paidNet Investment Income for each quarter is as follows: • No incentive fee is payable to the Adviser in any quarter in which the Company's Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.5% (the ''preferred return'' or ''hurdle''). • 50% of the Company's Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, at if any, that exceeds the hurdle rate but is less than or equal to 2.5% in any quarter (10% annualized) is payable to the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any This portion of the Management Pre-Incentive Fee in Class E Shares Net Investment Income (which exceeds the hurdle rate but is less than or Class E OP Units, equal to 2.5%) is referred to as the “catch-up.” The “catch-up” provision is intended to provide the Adviser or with an incentive fee of 20% on all of the Company's Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when the Company's Pre- Incentive Fee Net Investment Income exceeds 2.5% in any subsequent transferee thereof may elect quarter. • 20% of the amount of the Company's Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% in any quarter (10% annualized) is payable to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at once the price available in hurdle is reached and the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units catch-up is achieved, (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject 20% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the repurchase limits Adviser). (ii) The second part of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would incentive fee shall be prohibited by applicable law or the Limited Partnership Agreement determined and payable in arrears as of the Operating Partnershipend of each fiscal year (or upon termination of the investment advisory agreement, in which case such OP Units will be repurchased for as of the Class E Shares with an equivalent termination date), commencing on September 30, 2013 and shall equal 20% of the Company's realized capital gains, if any, on a cumulative basis from inception through the end of each fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classesany previously paid capital gain incentive fees. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of and an incentive fee (the aggregate DST Property Consideration for all DST Properties subject to a master lease“Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at or to the Adviser’s sole discretion designee as the Adviser may otherwise direct. a) For services rendered under this Agreement, the Management Fee will be payable quarterly in arrears. Management Fees for any partial month or quarter will be appropriately prorated and no adjusted for any share issuances or repurchases during the relevant month or quarter. The Management fee shall be calculated as follows: i) Prior to an Exchange Listing, the Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee calculated at an annual rate of 0.75% of (i) the average of the Company’s gross assets, excluding cash and the DST Management Fee may be paidcash-equivalents but including assets purchased with borrowed amounts, at the Adviser’s electionend of the two most recently completed calendar quarters and (ii) the average of any remaining undrawn capital commitments at the end of the two most recently completed calendar quarters. ii) Following an Exchange Listing, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP the Management Fee may shall be paidcalculated at an annual rate of 1.75% of the Company’s gross assets, excluding cash and cash-equivalents but including assets purchased with borrowed amounts, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion end of the Management Fee in Class E Shares or Class E OP Unitstwo most recently completed calendar quarters. b) Prior to an Exchange Listing, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject entitled to an Incentive Fee. Following an Exchange Listing, the Incentive Fee shall consist of two parts, as follows: i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter commencing with the first calendar quarter following an Exchange Listing. For this purpose, pre-Incentive Fee net investment income means dividends (including reinvested dividends), interest and fee income accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the calendar quarter (including the Management Fee, expenses payable under the Administration Agreement to the repurchase limits Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the TrustCompany’s share repurchase plan or any reduction or penalty for an early repurchasenet assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.5% per calendar quarter (6% annualized). The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement Company’s net investment income used to calculate this part of the Operating PartnershipIncentive Fee is also included in the amount of its gross assets used to calculate the Management Fee. The Company will pay the Adviser an Incentive Fee with respect to the Company’s pre-Incentive Fee net investment income in each calendar quarter as follows: • With the exception of the Capital Gains Incentive Fee (as defined and discussed in greater detail below), no Incentive Fee is payable to the Adviser prior to an Exchange Listing or in any calendar quarter in which case the Company’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.5% for such OP Units calendar quarter. • 100% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate is payable to the Adviser until the Adviser has received 20% of the total pre-Incentive Fee net investment income for that calendar quarter. The Company refers to this portion of the Company’s Pre-Incentive Fee net investment income as the “catch-up.” • Once the hurdle is reached and the catch-up is achieved, 20% of all remaining pre-Incentive Fee net investment income for that calendar quarter is payable to the Adviser. ii) The second part of the Incentive Fee (the “Capital Gains Incentive Fee”) will be repurchased for determined and payable in arrears as of the Class E Shares with an equivalent end of each calendar year of the Company (or upon termination of this Agreement as set forth below), and will equal 20% of the Company’s realized capital gains, if any, on a cumulative basis from the date on which the Exchange Listing becomes effective (the “Listing Date”) to the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from the Listing Date through the end of each calendar year, minus the aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classesany previously paid Capital Gains Incentive Fees for prior periods. For the sole purpose of calculating the Capital Gains Incentive Fee, the cost basis as of the Listing Date for all of the Company’s investments made prior to the Listing Date will be equal to the fair market value of such investments as of the last day of the calendar quarter in which the Listing Date occurs; provided, however, that in no event will the Capital Gains Incentive Fee payable pursuant hereto be in excess of the amount permitted by the Investment Advisers Act of 1940, as amended, including Section 205 thereof. c. If iii) Examples of the quarterly incentive fee calculation are attached hereto as Annex B. Such examples are included for illustrative purposes only and are not considered part of this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effectAgreement.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master leasehereinafter set forth. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubtmay agree to temporarily or permanently waive or defer, in whole or in part, the DST Base Management Fee may be waived at and/or the Incentive Fee. See Appendix A for examples of how these fees are calculated. Such examples are included for illustrative purposes only and are not considered part of this Agreement. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s sole discretion and no designee as the Adviser may otherwise direct. (a) The Base Management Fee shall be calculated at an annual rate of 1.75% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents. For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Company files with the SEC. The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed quarters. The Base Management Fee for any partial month or quarter shall be appropriately prorated and adjusted for any share issuances or repurchases during the relevant month or quarter. The determination of gross assets will reflect changes in the fair value of the Company’s portfolio investments. The fair value of derivatives and swaps held in the Company’s portfolio, which will not necessarily equal the notional value of such derivatives and swaps, will be included in the calculation of gross assets. (b) The Incentive Fee shall consist of two parts, as follows: (i) The first part of the Incentive Fee (the “Incentive Fee on Income”) shall be calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including (i) any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, advisory, diligence and consulting fees or other fees that the Company receives from portfolio companies, (ii) any gain realized on the extinguishment of the Company’s debt and (iii) any other income of any kind that the Company is required to distribute to its stockholders in order to maintain its regulated investment company (“RIC”) status) accrued during the quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on Class E Shares any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received and may never receive in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or Class E OP Units. b. The Trust Management unrealized capital appreciation or depreciation. Pre-Incentive Fee and Net Investment Income, expressed as a rate of return on the DST Management Fee may be paid, value of the Company’s net assets at the Adviser’s electionend of the immediately preceding quarter, in cash or cash equivalent aggregate NAV amounts shall be compared to a “hurdle rate” of Class E Shares or Class E OP Units1.75% per quarter (7% annualized), subject to a “catch-up” provision measured as of the end of each quarter. The OP Company’s net investment income used to calculate the Incentive Fee on Income is also included in the amount of the Company’s gross assets used to calculate the Base Management Fee. The operation of the Incentive Fee may be paidon Income with respect to the Company’s Pre-Incentive Fee Net Investment Income for each quarter is as follows: · No Incentive Fee on Income is payable to the Adviser in any quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.75%; · 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, at if any, that exceeds the hurdle rate but is less than or equal to 2.19% in any quarter (8.76% annualized) is payable to the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any This portion of the Management Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than or equal to 2.19%) is referred to as the “catch-up.” The “catch-up” provision is intended to provide the Adviser with an Incentive Fee on Income of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when the Company’s Pre-Incentive Fee Net Investment Income exceeds 2.19% in Class E Shares or Class E OP Unitsany quarter; · 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.19% in any quarter (8.76% annualized) is payable to the Adviser (i.e., once the hurdle rate is reached and the catch-up is achieved, 20% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Adviser); · For purposes of computing the Incentive Fee on Income, the Adviser calculation methodology will look through derivatives or any subsequent transferee thereof may elect swaps as if the Company owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative or swap (which is defined as the difference between (i) the interest income and transaction fees received in respect of the reference assets of the derivative or swap and (ii) all interest and other expenses paid by the Company to have the Trust derivative or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available swap counterparty) will be included in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged calculation of Pre-Incentive Fee Net Investment Income for Shares) obtained by the Adviser will not be subject to the repurchase limits purposes of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classesIncentive Fee on Income. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust will pay Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributionshereinafter set forth. The Trust Parties will pay Corporation shall make any payments due hereunder to the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal or to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Corporation may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and 1.50% per annum of the DST Management Fee may be paid, at the AdviserCorporation’s election, in total assets (other than cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Unitsequivalents but including assets purchased with borrowed funds). For services rendered after the date hereof, the Base Management Fee will be payable quarterly in arrears. The OP Base Management Fee may will be paid, at calculated based on the Adviseraverage value of the Corporation’s election, in total assets (other than cash or cash equivalent aggregate NAV amounts of Class E OP Units. If equivalents but including assets purchased with borrowed funds) at the Adviser elects to receive any portion end of the Management Fee in Class E Shares two most recently completed calendar quarters, and appropriately adjusted for any share issuances or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at repurchases during the current NAVcalendar quarter. Class E Shares Base Management Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and Class E OP Units payable quarterly in arrears based on the Pre-Incentive Fee net investment income for the quarter. “Pre-Incentive Fee net investment income” means interest income, dividend income and any other income (including those subsequently exchanged any other fees (other than fees for Sharesproviding managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Corporation receives from portfolio companies) obtained accrued by the Adviser will not be subject to Corporation during the repurchase limits of calendar quarter, minus the TrustCorporation’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased operating expenses for the Class E Shares with an equivalent aggregate NAV. The Adviser will have quarter (including the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classesBase Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust Corporation agrees to pay to the Adviser, and the Adviser agrees to accept as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Adviser may agree to temporarily or permanently waive, in whole or in part, the Base Management Fee and/or the Incentive Fee. The Base Management Fee shall be calculated at an annual rate of 2.00% of the Corporation’s gross assets. For services rendered under this agreement, the Base Management Fee will be payable quarterly in arrears. The Base Management Fee will be calculated based on the average value of the Corporation’s gross assets at the end of the two most recently completed calendar quarters, and adjusted for any share issuances, debt issuances, repurchases or redemptions during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. The Incentive Fee shall be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees and other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that the Corporation has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized or unrealized capital gains. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized). The Corporation’s net investment income used to calculate the Incentive Fee is also included in the amount of its gross assets used to calculate the Base Management Fee, to the extent it is not distributed. The Corporation will pay the Adviser a management fee an Incentive Fee with respect to the Corporation’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the “Trust Management Fee”Corporation’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.75%; (2) equal to 1.25100% of the Corporation’s pre-Incentive Fee net asset value for investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to hurdle rate but is less than 2.1875% in any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation calendar quarter (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.258.75% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any annualized); this portion of the Management pre-Incentive Fee in Class E Shares or Class E OP Units, net investment income (which exceeds the hurdle but is less than 2.1875%) is referred to herein as the “catch-up.” The “catch-up” is meant to provide the Adviser or with 20% of the Corporation’s pre-Incentive Fee net investment income as if a hurdle did not apply if this net investment income exceeds 2.1875% in any subsequent transferee thereof may elect to have calendar quarter; and (3) 20.0% of the Trust or amount of the Operating Partnership repurchase such Class E Shares or Class E OP Units from Corporation’s pre-Incentive Fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized). Once the Adviser or such transferee at a later date at hurdle is reached and the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject catch-up is achieved, 20% of all pre-Incentive Fee investment income thereafter is allocated to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchaseAdviser. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units These calculations will be repurchased appropriately pro rated for any period of less than three months and adjusted for any share issuances, redemptions or repurchases during the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classesrelevant quarter. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. (a) The Trust will pay Fund agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Fund shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Fund may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (b) The Management Fee is accrued monthly and paid quarterly in arrears at an annual rate of 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to value of the Fund’s net assets as of the beginning of the first business day of the applicable month. For purposes of this Agreement, net assets means the Fund’s total assets less liabilities determined on a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunderconsolidated basis in accordance with United States generally accepted accounting principles (“GAAP”). For the avoidance first calendar month in which the Fund has operations, net assets will be measured as the beginning net assets. (c) The Incentive Fee shall consist of doubttwo components that are independent of each other, with the DST Management Fee result that one component may be waived at payable even if the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Unitsother is not. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any A portion of the Management Incentive Fee is based on a percentage the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below: (i) One part of the Incentive Fee (the “Income Incentive Fee”) will be calculated and payable quarterly in Class E Shares or Class E OP Unitsarrears based on the Fund’s Pre-Incentive Fee Net Investment Income Returns for the immediately preceding calendar quarter. For this purpose, the Adviser or “Pre-Incentive Fee Net Investment Income Returns” means interest income, dividend income and any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units other income (including those subsequently exchanged for Sharesany other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from its portfolio companies) obtained by accrued during the Adviser will not be subject to calendar quarter, minus the repurchase limits of the TrustFund’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased operating expenses accrued for the Class E Shares with an equivalent aggregate NAV. The Adviser will have quarter (including the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classesManagement Fee, expenses payable under the Administration Agreement entered into between us and the Administrator, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee). c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust will pay the Adviser a management fee (the “Trust Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares NAV per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership attributable to Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Unitsdiscretion. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E I Common Shares or Class E I OP UnitsUnits of the Operating Partnership. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E I OP UnitsUnits of the Operating Partnership. If the Adviser elects to receive any portion of the its Management Fee in Class E I Common Shares or Class E I OP UnitsUnits of the Operating Partnership, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E I Common Shares or Class E I OP Units of the Operating Partnership from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E I Common Shares and Class E I OP Units (including those subsequently exchanged for Shares) of the Operating Partnership obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Trust’s Class E I Common Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E I Common Shares for an equivalent aggregate NAV amount of other Share share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributionshereinafter set forth. The Trust Parties will pay cost of both the Adviser a management fee (the “DST Management Fee” and, together with the Trust Base Management Fee and the OP Management FeeIncentive Fee will ultimately be borne by the Company’s common stockholders. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. (a) The base management fee shall be calculated and payable quarterly in arrears and calculated at an annual rate of 1.375%, calculated based on a percentage of the average outstanding assets of the Company (which equals the gross value of equity and debt instruments, including investments made utilizing leverage), excluding cash assets, during such fiscal quarter. The average outstanding assets will be calculated by taking the average of the amount of assets of the Company at the beginning and end of each month that occurs during the calculation period. The base management fee will be calculated and paid quarterly in arrears but will be accrued monthly by the Company over the fiscal quarter for which such base management fee is paid. The base management fee for any partial quarter will be appropriately prorated. (b) The Incentive Fee shall consist of two parts, as follows (A) The first part (the “Management Income-Based Incentive Fee”) equal is calculated and payable quarterly in arrears based on the Company’s net investment income prior to 1.25% per annumany deductions with respect to such income-based incentive fees and capital gains incentive fees (“Pre-incentive Fee Net Investment Income”) for the quarter, as further described below. Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees the Company receives from portfolio companies) that the Company accrues during the fiscal quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable monthlyunder the administration agreement, of the aggregate DST Property Consideration and any interest expense and dividends paid on any issued and outstanding indebtedness or preferred stock, respectively, but excluding, for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management income-based incentive fee accrued under U.S. generally accepted accounting principles (“GAAP”)). Pre-incentive fee net investment income also includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Adviser is not under any obligation to reimburse the Company for any part of the income-based incentive fees it received that was based on accrued interest that the Company never actually received. Pre-Incentive Fee may net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. (B) Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets, less indebtedness and before taking into account any incentive fees payable during the period) calculated as an average of the Company’s net assets on the first day of each month during the immediately preceding fiscal quarter, will be waived compared to various “hurdle rates,” with the incentive fee rate of return increasing at each hurdle rate. The Company shall pay the AdviserAdviser an Incentive Fee with respect to the Company’s sole discretion Pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no income-based incentive fee in any calendar quarter in which Pre-incentive Fee Net Investment Income does not exceed 1.5% per quarter (approximately 6% per annum), the “6% Hurdle Rate”; (2) 100% of Pre-incentive Fee Net Investment Income with respect to that portion of such Pre-incentive Fee Net Investment Income, if any, that exceeds the 6% Hurdle Rate but is less than 1.67% in any calendar quarter (the “6% Catch-up Cap”), approximately 6.67% per annum. This portion of Pre-incentive Fee Net Investment Income (which exceeds the 6% Hurdle Rate but is less than the 6% Catch-up Cap) is referred to as the “6% Catch-up.” The 6% Catch-up is meant to provide the Adviser with 10.0% of the Pre-incentive Fee Net Investment Income as if hurdle rate did not apply if this net investment income exceeded 1.67% but was less than 1.94% in any calendar quarter; (3) 10.0% of the amount of Pre-incentive Fee Net Investment Income, if any, that exceeds the 6% Catch-up Cap, but is less than 1.94% (the “7% Hurdle Rate”), approximately 7.78% per annum. The 7% Hurdle Rate is meant to limit the Adviser to 10% of the Pre-incentive Fee Net Investment Income until the amount of Pre-incentive Fee Net Investment Income exceeds 1.94%, approximately 7.78% per annum; (4) 100% of Pre-incentive Fee Net Investment Income with respect to that portion of such Pre-incentive Fee Net Investment Income, if any, that exceeds the 7% Hurdle Rate but is less than 2.06% in any calendar quarter (the “7% Catch-up Cap”), approximately 8.24% per annum. This portion of Pre-incentive Fee Net Investment Income (which exceeds the 7% Hurdle Rate but is less than the 7% Catch-up Cap) is referred to as the “7% Catch-up.” The 7% Catch-up is meant to provide the Adviser with 15.0% of the Pre-incentive Fee Net Investment Income as if a hurdle rate did not apply if this net investment income exceeded 2.06% but was less than 2.35% in any calendar quarter; (5) 15.0% of the amount of Pre-incentive Fee Net Investment Income, if any, that exceeds the 7% Catch-up Cap, but is less than 2.35% (the “8% Hurdle Rate,” approximately 9.41% per annum). The 8% Hurdle Rate is meant to limit the Adviser to 15% of the Pre-incentive Fee Net Investment Income until the amount of Pre-incentive Fee Net Investment Income exceeds 2.06%, approximately 9.41% per annum; and no Management (6) 100% of Pre-incentive Fee Net Investment Income with respect to that portion of such Pre-incentive Fee Net Investment Income, if any, that exceeds the 8% Hurdle Rate but is less than 2.50% in any calendar quarter (the “8% Catch-up Cap”), approximately 10% per annum. This portion of Pre-incentive Fee Net Investment Income (which exceeds the 8% Hurdle Rate but is less than the 8% Catch-up cap) is referred to as the “8% Catch-up”. The 8% Catch-up is meant to provide the Adviser with 20.0% of the Pre-incentive Fee Net Investment Income as if a hurdle rate did not apply if this net investment income exceeded 2.50% in any calendar quarter; and (7) 20.0% of the amount of Pre-incentive Fee Net Investment Income, if any, that exceeds 2.50% in any calendar quarter. These calculations shall be paid on Class E Shares or Class E OP Unitsappropriately pro-rated for any period of less than three months. b. (ii) The Trust Management second part of the Incentive Fee (the “Capital Gains Fee”) shall be determined and payable in arrears as of the DST Management Fee may end of each calendar year (or upon termination of this Agreement as set forth below), and will equal 20.0% of the Company’s aggregate cumulative realized capital gains, if any, from the date of the Company’s election to be paidregulated as a BDC through the end of each calendar year, at computed net of all aggregate cumulative realized capital losses and aggregate cumulative unrealized capital depreciation, less the Adviseraggregate amount of any previously paid capital gain Incentive Fees, with respect to each of the investments in the Company’s electionportfolio. For purposes of this Section 3(b)(ii), in cash or cash equivalent the Company’s “aggregate NAV amounts of Class E Shares or Class E OP Unitscumulative realized capital gains” will not include any unrealized appreciation. The OP Management Capital Gains Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Unitsis not subject to any minimum return to stockholders. If such amount is negative, then no Capital Gains Fee will be payable for such year. In the Adviser elects to receive any portion event that this Agreement shall terminate as of the Management Fee in Class E Shares or Class E OP Unitsa date that is not a calendar year end, the Adviser or termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee. The Company shall defer cash payment of any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or income-based incentive fee and/or any capital gains incentive fee otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained earned by the Adviser will not be subject if, during the most recent four full fiscal quarter period ending on or prior to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any date such OP Units for cash unless the Board determines that any such repurchase for cash would payment is to be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewalmade, the Adviser will be entitled sum of (a) the pre-incentive fee net investment income, (b) the realized capital gain / loss and (c) the unrealized capital appreciation/depreciation, expressed as a rate of return on the value of our net assets, is less than 6.0%. Any such fees deferred hereunder or under the Prior Agreement are carried over for payment in subsequent calculation periods to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which extent such payment is payable under this Agreement was in effectAgreement.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master leasehereinafter set forth. The Adviser may agree to temporarily or permanently waive or defer, in whole or in part, the Base Management Fee and/or the Incentive Fee. See Appendix A for examples of how these fees are calculated. The Company shall receive make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. Any portion of a deferred fee payable to the Adviser shall be deferred without interest and may be paid in any quarter prior to the termination of this Agreement as the Adviser may determine upon written notice to the Company. (a) As of the Effective Date, the Base Management Fees as compensation for services rendered hereunderFee shall be calculated at an annual rate of 1.50% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents; provided, however, that upon the effectiveness of the 150% asset coverage requirement pursuant to Section 61(a)(2) of the Investment Company Act, the Base Management Fee shall be calculated at an annual rate of 1.00% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents that exceeds the product of (A) 200% and (B) the Company’s net asset value. For the avoidance of doubt, the DST Management Fee may 200% will be waived at calculated in accordance with the Adviser’s sole discretion Investment Company Act and no will give effect to exemptive relief the Company received with respect to debentures issued by a small business investment company subsidiary. For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Company files with the SEC. The Base Management Fee shall be paid payable quarterly in arrears, and shall be calculated based on Class E Shares the value of the Company’s gross assets at the end of each fiscal quarter, and appropriately adjusted for any equity capital raises or Class E OP Units. b. repurchases during such quarter. The Trust Base Management Fee and the DST Management Fee may for any partial month or quarter shall be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion appropriately prorated (upon termination of the Management Fee in Class E Shares or Class E OP Unitsinvestment advisory agreement, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits as of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classestermination date). c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust Fund agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Fund shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Fund may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 1.25% of the Fund’s gross assets, which for purposes of this Agreement shall be equal to the Fund’s total assets as reflected on its balance sheet. For services rendered under this Agreement, the Base Management Fee will be payable monthly in arrears. The Base Management fee will be calculated based on the average daily value of the Fund’s gross assets during such period. (b) The Incentive Fee shall be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued by the Fund during the calendar quarter, minus the Fund’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.50% per quarter (6.0% annualized). The Fund’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 1.25% base management fee. The Fund will pay the Adviser a management fee an Incentive Fee with respect to the Fund’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) No Incentive Fee in any calendar quarter in which the “Trust Management Fee”Fund’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.50%; (2) equal to 1.25100% of the Fund’s pre-Incentive Fee net asset value for investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to hurdle rate but is less than 1.7647% in any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any calendar quarter; this portion of the pre-Incentive Fee net investment income (which exceeds the hurdle but is less than 1.7647%) is referred to herein as the “catch-up.” The “catchup” is meant to provide the Adviser with 15% of the Fund’s pre-Incentive Fee net investment income as if a hurdle did not apply if this net investment income exceeds 1.7647% in any calendar quarter; and (3) 15% of the amount of the Fund’s pre-Incentive Fee net investment income, if any, that exceeds 1.7647% in any calendar quarter payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 15% of all pre-Incentive Fee investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. Scenario 1 Beginning Adjusted Capital = $100 Ending Adjusted Capital = $110 Average Adjusted Capital = $105 Investment Income = $2.10 Implied Yield (Investment Income / Average Adjusted Capital) = 2.00% Hurdle Rate(1) = 1.50% Base Management Fee(2) = 0.3125% Other Operating Expenses(3) = 0.20% (Implied Yield — (Base Management Fee in Class E Shares or Class E OP Units+ Other Administrative Expenses) = 1.4875% Pre-Incentive Fee Net Investment Income does not exceed the Hurdle Rate, the Adviser or any subsequent transferee thereof may elect to have the Trust or the therefore there is no Incentive Fee on Income payable. Scenario 2 Beginning Adjusted Capital = $100 Ending Adjusted Capital = $110 Average Adjusted Capital = $105 Investment Income = $2.50 Implied Yield (Investment Income / Average Adjusted Capital) = 2.14% Hurdle Rate(1) = 1.50% Base Management Fee(2) = 0.3125% Other Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units Expenses(3) = 0.20% (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Implied Yield — (Base Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.+ Other Administrative Expenses) = 1.6275% Incentive Fee on Income = 100% x Catch-Up(4) = 100% x (1.6275% - 1.5%) = 0.1275%

Compensation of the Adviser. a. The Trust will pay Fund agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributionshereinafter set forth. The Trust Parties will pay Fund shall make any payments due hereunder to the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal or to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Fund may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be paid 2.00% per annum of the Fund’s total assets (excluding: (i) cash, (ii) the value of any investment in a Third-Party Vehicle covered by a Separate Agreement and (iii) the value of any investment by the Fund not made in a portfolio company (“Non-Eligible Assets”); but including assets purchased with borrowed funds that are not Non-Eligible Assets). The Base Management Fee will be payable quarterly in arrears. The Base Management Fee will be calculated based on Class E Shares or Class E OP Unitsthe value of the Fund’s total assets (excluding Non-Eligible Assets, but including assets purchased with borrowed funds that are not Non-Eligible Assets) at the end of the most recently completed fiscal quarter. Base Management Fees for any partial fiscal quarter will be appropriately pro rated. b. (b) The Trust Management Incentive Fee and the DST Management Fee may be paidshall consist of two parts, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units as follows: (including those subsequently exchanged for Sharesi) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units One part will be repurchased calculated and payable quarterly in arrears based on the Pre-Incentive Fee net operating income for the Class E Shares with an equivalent aggregate NAVfiscal quarter (the “Income Incentive Fee”). The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.“Pre-Incentive

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Corporation may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 2.00% of the Corporation’s gross assets. For services rendered during the period commencing from the closing of the Corporation’s offering of its common stock, pursuant to the Registration Statement, through and including the first six months of operations, the Base Management Fee will be payable monthly in arrears. For services rendered after such time, the Base Management Fee will be payable quarterly in arrears. For the first quarter of the Corporation’s operations, the Base Management Fee will be calculated based on the initial value of the Corporation’s gross assets. Subsequently, the Base Management Fee will be calculated based on the average value of the Corporation’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees and fees for providing significant managerial assistance or other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7% annualized). The Corporation will pay the Adviser a management fee an Incentive Fee with respect to the Corporation’s pre-Incentive Fee net investment income in each calendar quarter as follows; (1) no Incentive Fee in any calendar quarter in which the Corporation’s pre-Incentive Fee net investment income does not exceed the hurdle rate; (2) 100% of the Corporation’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized) ; and (3) 20% of the amount of the Corporation’s pre-Incentive Fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2004, and will equal to 1.2520.0% of net asset value the Corporation’s realized capital gains for the Class S Sharescalendar year, Class D Shares if any, computed net of all realized capital losses and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived unrealized capital depreciation at the Adviser’s sole discretion and no Management end of such year; provided that the Incentive Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paiddetermined as of December 31, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units 2004 will be repurchased calculated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option a period of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled shorter than twelve calendar months to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation for the number period ending December 31, 2004. In the event that this Agreement shall terminate as of days of any partial calendar month or a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for which this Agreement was in effectpurposes of calculating and paying a Capital Gains Fee.

Compensation of the Adviser. a. The Trust Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 1.75 % of the Company’s gross assets, as presented in the Company’s consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America, less (i) the outstanding indebtedness under the Second Amended and Restated Loan and Security Agreement dated March 9, 2011, by and among New Mountain Finance SPV Funding, L.L.C. as the borrower, ▇▇▇▇▇ Fargo Securities, LLC, as the Administrative Agent, and ▇▇▇▇▇ Fargo Bank, National Association, as the Collateral Custodian and (ii) cash and cash equivalents. For services rendered under this agreement, the Base Management Fee will be payable quarterly in arrears. The Base Management Fee will be calculated based on the average value of the Company’s gross assets at the end of each of the two most recently completed calendar quarters, and appropriately adjusted on a pro rata basis for any equity capital raised or repurchased during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the Company’s pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the administration agreement with the Administrator, and any interest expense and distributions paid on any issued and outstanding preferred membership units, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 2% per quarter (8% annualized), subject to a “catch-up” provision measured as of the end of each calendar quarter. The Company’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 1.75 % Base Management Fee. The Company will pay the Adviser a management fee an Incentive Fee with respect to the Company’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 2% (the “Trust Management preferred return” or “hurdle”); (2) 100% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 2.5% in any calendar quarter (10% annualized); this portion of the pre-Incentive Fee net investment income (which exceeds the hurdle rate but is less than or equal to 2.5%) is referred to herein as the “catch-up.” The “catch-up” is meant to provide the Adviser with an incentive fee of 20% on all of the Company’s pre-Incentive Fee net investment income as if a hurdle rate did not apply when the Company’s pre-Incentive Fee net investment income exceeds 2.5% in any calendar quarter; and (3) 20% of the amount of the Company’s pre-Incentive Fee net investment income, if any, that exceeds 2.5% in any calendar quarter (10% annualized) payable to the Adviser once the hurdle is reached and the catch-up is achieved, (20% of all pre-Incentive Fee investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any equity capital raises or repurchases during the relevant calendar quarter. (ii) The second part of the Incentive Fee (the “Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2011, and will equal to 1.2520% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net asset value of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain Incentive Fees; provided that the Incentive Fee determined as of December 31, 2011 will be calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from inception. In the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing feesevent that this Agreement shall terminate as of a date that is not a calendar year end, the Performance Allocation termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee. (as defined iii) The last day of each calendar quarter in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay which the Adviser a management fee (the “OP Management Fee”) equal is entitled to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management an Incentive Fee shall be paid on Class E Shares or Class E OP Unitsreferred to herein as an “Incentive Fee Date. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.”

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master leasehereinafter set forth. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubtmay agree to temporarily or permanently waive or defer, in whole or in part, the DST Base Management Fee may be waived at and/or the Incentive Fee. See Appendix A for examples of how these fees are calculated. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s sole discretion designee as the Adviser may otherwise direct. Any portion of a deferred fee payable to the Adviser shall be deferred without interest and no may be paid in any quarter prior to the termination of this Agreement as the Adviser may determine upon written notice to the Company. (a) The Base Management Fee shall be calculated at an annual rate of 1.00% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents. For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Company files with the SEC. The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed quarters. The Base Management Fee for any partial month or quarter shall be appropriately prorated (upon termination of the Agreement, as of the termination date). (b) The Incentive Fee shall consist of two parts, as follows: (i) The first part shall be calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter (or upon termination of the Agreement, as of the termination date). For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies other than fees for providing managerial assistance) accrued during the quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on Class E Shares any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or Class E OP Units. b. The Trust Management unrealized capital appreciation or depreciation. Pre-Incentive Fee and Net Investment Income, expressed as a rate of return on the DST Management Fee may be paid, value of the Company’s net assets at the Adviser’s electionend of the immediately preceding quarter, in cash or cash equivalent aggregate NAV amounts shall be compared to a “hurdle rate” of Class E Shares or Class E OP Units1.5% per quarter (6% annualized), subject to a “catch-up” provision measured as of the end of each quarter. The OP Management Company’s net investment income used to calculate this part of the incentive fee is also included in the amount of the Company’s gross assets used to calculate the 1% base management fee. The operation of the incentive fee with respect to the Company’s Pre-Incentive Fee may be paidNet Investment Income for each quarter is as follows: • No incentive fee is payable to the Adviser in any quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.5% (the “preferred return” or “hurdle”). • 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, at if any, that exceeds the hurdle rate but is less than or equal to 1.8182% in any quarter (7.2727% annualized) is payable to the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any This portion of the Management Pre-Incentive Fee in Class E Shares Net Investment Income (which exceeds the hurdle rate but is less than or Class E OP Units, equal to 1.8182%) is referred to as the “catch-up.” The “catch-up” provision is intended to provide the Adviser with an incentive fee of 17.5% on all of the Company’s Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when the Company’s Pre- Incentive Fee Net Investment Income exceeds 1.8182% in any quarter. • 17.5% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 1.8182% in any quarter (7.2727% annualized) is payable to the Adviser once the hurdle is reached and the catch-up is achieved, (17.5% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Adviser). (ii) The second part of the incentive fee shall be determined and payable in arrears as of the end of each fiscal year (or upon termination of the Agreement, as of the termination date), commencing the fiscal year ended September 30, 2019, and shall equal 17.5% of the Company’s realized capital gains, if any, on a cumulative basis from the beginning of the fiscal year ended September 30, 2019 through the end of each subsequent fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees under this Agreement. Any realized capital gains, realized capital losses, unrealized capital appreciation and unrealized capital depreciation with respect to the Company’s portfolio as of the end of the fiscal year ended September 30, 2018 shall be excluded from the calculations of the second part of the incentive fee. (c) In certain circumstances the Adviser, any Sub-Adviser, or any subsequent transferee of their respective affiliates, may receive compensation from a portfolio company in connection with the Company’s investment in such portfolio company. Any compensation received by the Adviser, Sub-Adviser, or any of their respective affiliates, attributable to the Company’s investment in any portfolio company, in excess of any of the limitations in or exemptions granted from the 1940 Act, any interpretation thereof may elect to have by the Trust staff of the SEC, or the Operating Partnership repurchase such Class E Shares or Class E OP Units from conditions set forth in any exemptive relief granted to the Adviser, any Sub-Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained Company by the Adviser will not SEC, shall be subject delivered promptly to the repurchase limits of Company and the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership Company will repurchase any retain such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased excess compensation for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option benefit of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classesits shareholders. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master leasehereinafter set forth. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubtmay agree to temporarily or permanently waive, in whole or in part, the DST Base Management Fee may be waived at and/or the AdviserIncentive Fee. The Adviser has agreed to waive, through December 31, 2008, that portion of the base management fee attributable to the Company’s sole discretion assets held in the form of cash, cash equivalents, U.S. government securities and no other high-quality debt investments that mature in one year or less from the date of investment. See Appendix A for examples of how these fees are calculated. (a) The Base Management Fee shall be calculated at an annual rate of 2% of the Company’s gross assets. The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the value of the Company’s gross assets at the end of each fiscal quarter, and appropriately adjusted for any equity capital raises or repurchases during such quarter. The Base Management Fee for any partial month or quarter shall be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) The first part shall be calculated and payable quarterly in arrears based on the Company’s ‘‘Pre-Incentive Fee Net Investment Income’’ for the immediately preceding fiscal quarter. For this purpose, ‘‘Pre-Incentive Fee Net Investment Income’’ means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the fiscal quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement with FSC, Inc., and any interest expense and dividends paid on Class E Shares any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or Class E OP Units. b. The Trust Management unrealized capital appreciation or depreciation. Pre-Incentive Fee and Net Investment Income, expressed as a rate of return on the DST Management Fee may be paid, value of the Company’s net assets at the Adviser’s electionend of the immediately preceding fiscal quarter, in cash or cash equivalent aggregate NAV amounts shall be compared to a ‘‘hurdle rate’’ of Class E Shares or Class E OP Units2% per quarter (8% annualized), subject to a ‘‘catch-up’’ provision measured as of the end of each fiscal quarter. The OP Management Company’s net investment income used to calculate this part of the incentive fee is also included in the amount of the Company’s gross assets used to calculate the 2% base management fee. The operation of the incentive fee with respect to the Company’s Pre-Incentive Fee may be paidNet Investment Income for each quarter is as follows: · No incentive fee is payable to the investment adviser in any fiscal quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 2% of NAV (the ‘‘preferred return’’ or ‘‘hurdle’’). · 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, at if any, that exceeds the Adviser’s election, hurdle rate but is less than or equal to 2.5% in cash or cash equivalent aggregate NAV amounts of Class E OP Unitsany fiscal quarter (10% annualized) is payable to the investment adviser. If the Adviser elects The Company refers to receive any this portion of the Management Company’s Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than or equal to 2.5%) as the ‘‘catch-up.’’ The ‘‘catch-up’’ provision is intended to provide the Company’s investment adviser with an incentive fee of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when the Company’s Pre-Incentive Fee Net Investment Income exceeds 2.5% in Class E Shares any fiscal quarter; and · 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% in any fiscal quarter (10% annualized) is payable to the investment adviser once the hurdle is reached and the catch-up is achieved, (20% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the investment adviser). (ii) The second part of the incentive fee shall be determined and payable in arrears as of the end of each fiscal year (or Class E OP Unitsupon termination of the investment advisory agreement, as of the termination date), commencing on September 30, 2008, and shall equal 20% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees, provided that, the Adviser or any subsequent transferee thereof may elect incentive fee determined as of September 30, 2008 shall be calculated for a period of shorter than twelve calendar months to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number any realized capital gains computed net of days of any partial calendar month or calendar year for which this Agreement was in effectall realized capital losses and unrealized capital depreciation from inception.

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base advisory fee (“Base Advisory Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct within forty-five (45) days of the quarter-end or year-end, as applicable, to which payment of such Base Advisory Fee or Incentive Fee relates. To the extent permitted by applicable law, the Adviser may elect, or the Corporation may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Advisory Fee shall be calculated at an annual rate of 2.00% of the Corporation’s gross assets. The Base Advisory Fee will be payable quarterly in arrears and will be calculated based on the average value of the Corporation’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Advisory Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees and fees for providing significant managerial assistance or other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Advisory Fee, expenses payable under any Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7% annualized). The Corporation will pay the Adviser a management fee an Incentive Fee with respect to the Corporation’s pre-Incentive Fee net investment income in each calendar quarter as follows; (1) no Incentive Fee in any calendar quarter in which the Corporation’s pre-Incentive Fee net investment income does not exceed the hurdle rate; (2) 100% of the Corporation’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and (3) 20% of the amount of the Corporation’s pre-Incentive Fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2011, and will equal to 1.2520% of net asset value the Corporation’s realized capital gains for the Class S Sharescalendar year, Class D Shares if any, computed net of all realized capital losses and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser unrealized capital depreciation and incorporating unrealized depreciation on a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived gross investment-by-investment basis at the Adviser’s sole discretion and no Management end of such year; provided that the Incentive Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paiddetermined as of December 31, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units 2011 will be repurchased calculated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option a period of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled shorter than twelve calendar months to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation for the number period ending December 31, 2011. In the event that this Agreement shall terminate as of days of any partial calendar month or a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for which this Agreement was in effectpurposes of calculating and paying a Capital Gains Fee.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master leasehereinafter set forth. The Adviser may agree to temporarily or permanently waive or defer, in whole or in part, the Base Management Fee and/or the Incentive Fee. See Appendix A for examples of how these fees are calculated. The Company shall receive make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. Any portion of a deferred fee payable to the Adviser shall be deferred without interest and may be paid in any quarter prior to the termination of this Agreement as the Adviser may determine upon written notice to the Company. (a) The Base Management Fees as compensation for services rendered hereunderFee shall be calculated at an annual rate of 1.50% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents; provided, however, that upon the effectiveness of the 150% asset coverage requirement pursuant to Section 61(a)(2) of the Investment Company Act, the Base Management Fee shall be calculated at an annual rate of 1.00% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents that exceeds the product of (A) 200% and (B) the Company’s net asset value. For the avoidance of doubt, the DST Management Fee may 200% will be waived at calculated in accordance with the Adviser’s sole discretion Investment Company Act and no will give effect to exemptive relief the Company received with respect to debentures issued by a small business investment company subsidiary. For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Company files with the SEC. The Base Management Fee shall be paid payable quarterly in arrears, and shall be calculated based on Class E Shares the value of the Company’s gross assets at the end of each fiscal quarter, and appropriately adjusted for any equity capital raises or Class E OP Units. b. repurchases during such quarter. The Trust Base Management Fee and the DST Management Fee may for any partial month or quarter shall be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion appropriately prorated (upon termination of the Management Fee in Class E Shares or Class E OP Unitsinvestment advisory agreement, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits as of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classestermination date). c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 1.00% of the Company’s gross assets, excluding temporary assets acquired at the end of each fiscal quarter for purposes of preserving investment flexibility for the next fiscal quarter. Temporary assets include, but are not limited to, U.S. treasury bills, other short-term U.S. government or government agency securities, repurchase agreements or cash borrowings. (b) For services rendered under this Agreement, the Base Management Fee will be payable quarterly in arrears. For the first calendar quarter of the Company’s operations, the Base Management Fee will be calculated based on the initial value of the Company’s gross assets. Subsequently, the Base Management Fee will be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro-rated. (c) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and fees for providing significant managerial assistance or other fees that the Company receives from portfolio companies) accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized). The Company’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 1.00% Base Management Fee. The Company will pay the Adviser an Incentive Fee with respect to the Company’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.75%; (2) 50% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.9167% in any calendar quarter (11.67% annualized); this portion of the pre-Incentive Fee net investment income (which exceeds the hurdle but is less than 2.9167%) is referred to herein as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 20% of the Company’s pre-Incentive Fee net investment income as if a management fee hurdle did not apply if this net investment income exceeds 2.9167% in any calendar quarter; and (3) 20% of the amount of the Company’s pre-Incentive Fee net investment income, if any, that exceeds 2.9167% in any calendar quarter (11.67% annualized) payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 20% of all pre-Incentive Fee investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing with December 31, 2011, and will equal to 1.2520.0% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net asset value for of all realized capital losses and net unrealized capital depreciation on a cumulative basis, less the Class S Sharesaggregate amount of any previously paid capital gain Incentive Fees, Class D Shares and Class I Shares per annum payable monthly, before giving effect with respect to any accruals for each of the Management Fee, shareholder servicing fees, the Performance Allocation (as defined investments in the Limited Partnership Agreement Company’s portfolio; provided that the Incentive Fee determined as of the Operating PartnershipDecember 31, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units 2011 will be repurchased calculated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option a period of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled shorter than twelve calendar months to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from inception. In the number event that this Agreement shall terminate as of days of any partial calendar month or a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for which this Agreement was in effect.purposes of calculating and paying a Capital Gains Fee. Example 1: Income Related Portion of Incentive Fee*: Alternative 1: Assumptions

Compensation of the Adviser. a. The Trust Adviser, for its services to the Company, will pay the Adviser be entitled to receive a management fee (the “Trust Base Management Fee”) equal and an incentive fee (“Incentive Fee”) from the Company. The fees that are payable under this Agreement for any partial period will be appropriately prorated. The Adviser may elect to 1.25defer or waive all or a portion of the fees that would otherwise be paid to it in its sole discretion. Any portion of a fee not taken as to any period shall be deferred without interest and may be taken in any such other period prior to the occurrence of a liquidity event with respect to the Company as the Adviser may determine in its sole discretion. (a) The Base Management Fee shall be calculated at an annual rate of 0.75% of the Company’s average gross assets, including assets purchased with borrowed funds or other forms of leverage but excluding (i) cash and cash equivalents (as defined below) and (ii) net unsettled purchases and sales of investments. For services rendered under this Agreement, the Base Management Fee shall be payable quarterly in arrears on a calendar quarter basis. The Base Management Fee shall be calculated based on the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated; provided, that upon the end of the first calendar quarter following the Company’s initial closing of its private offering of common stock, which, for purposes of this Agreement, occurred on May [•], 2021 (the “Initial Closing”), the Base Management Fee shall be calculated based on the value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) as of such calendar quarter-end; provided further, that upon the end of the second calendar quarter following the Initial Closing, the Base Management Fee shall be calculated based on the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each of the first two calendar quarters following the Initial Closing (including the quarter for which such fees are being calculated). The Base Management Fee for any partial quarter shall be appropriately pro-rated. All or any part of the Base Management Fee not taken as to any quarter shall be deferred without interest and may be taken in any quarter prior to the occurrence of a liquidity event with respect to the Company. For purposes of this Agreement, “cash equivalents” means U.S. government securities, money market fund investments, commercial paper instruments and other similar cash equivalent investments maturing within one year of purchase. (b) The Incentive Fee is based on the Company’s pre-incentive fee net investment income, as follows: (i) No portion of the Incentive Fee shall be payable until the completion of the first full calendar quarter following the one-year anniversary of the Initial Effective Date. Upon the completion of the first full calendar quarter following the one-year anniversary of the Initial Effective Date and thereafter, the Incentive Fee shall be determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the Hurdle Amount (as defined below) in respect of the Trailing Twelve Months. The Hurdle Amount shall be determined on a quarterly basis, and will be calculated by multiplying 8.0% by the average of the Company’s net asset value for at the Class S Sharesbeginning of each applicable calendar quarter comprising the relevant Trailing Twelve Months. For purposes of this Agreement, Class D Shares “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and Class I Shares per annum payable monthlyany other income (including, before giving effect to without limitation, any accruals for accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, shareholder servicing feesadministration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder). For the avoidance of doubt, the DST Management Pre-Incentive Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares Net Investment Income does not include any realized capital gains, realized capital losses or Class E OP Unitsunrealized capital appreciation or depreciation. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master leasehereinafter set forth. The Adviser may agree to temporarily or permanently waive or defer, in whole or in part, the Base Management Fee and/or the Incentive Fee. See Appendix A for examples of how these fees are calculated. The Company shall receive make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. Any portion of a deferred fee payable to the Adviser shall be deferred without interest and may be paid in any quarter prior to the termination of this Agreement as the Adviser may determine upon written notice to the Company. (a) As of the Effective Date, the Base Management Fees as compensation for services rendered hereunderFee shall be calculated at an annual rate of 1.50% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents; provided, however, that the Base Management Fee shall be calculated at an annual rate of 1.00% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents that exceeds the product of (A) 200% and (B) the Company’s net asset value. For the avoidance of doubt, the DST Management Fee may 200% will be waived at calculated in accordance with the Adviser’s sole discretion Investment Company Act and no will give effect to exemptive relief the Company received with respect to debentures issued by a small business investment company subsidiary. For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Company files with the SEC. The Base Management Fee shall be paid payable quarterly in arrears, and shall be calculated based on Class E Shares the value of the Company’s gross assets at the end of each fiscal quarter, and appropriately adjusted for any equity capital raises or Class E OP Units. b. repurchases during such quarter. The Trust Base Management Fee and the DST Management Fee may for any partial month or quarter shall be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion appropriately prorated (upon termination of the Management Fee in Class E Shares or Class E OP UnitsAgreement, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits as of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classestermination date). c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of and an incentive fee (the aggregate DST Property Consideration for all DST Properties subject to a master lease“Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at or to the Adviser’s sole discretion and no designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt, a deferred compensation plan pursuant to which the Adviser may elect to defer all or a portion of its fees hereunder for a specified period of time. (a) For services rendered under this Agreement, the Management Fee will be payable quarterly in arrears. Management Fees for any partial month or quarter will be appropriately prorated. The Management fee shall be calculated as follows: (i) Prior to any initial public offering (“IPO”) of the Company’s common stock that may occur, the Management Fee shall be calculated at an annual rate of (i) 0.25% of aggregate committed but undrawn capital and (ii) 0.75% of aggregate drawn capital (including capital drawn to pay Company expenses) during any period. (ii) Following any IPO of the Company’s common stock that may occur, the Management Fee shall be calculated at an annual rate of 1.5% of the Company’s gross assets. The post-IPO Management Fee will be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means dividends (including reinvested dividends), interest and fee income accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on Class E Shares any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or Class E OP Units. b. The Trust Management unrealized capital appreciation or depreciation. Pre- Incentive Fee and net investment income, expressed as a rate of return on the DST Management Fee may be paid, value of the Company’s net assets at the Adviser’s electionend of the immediately preceding calendar quarter, in cash or cash equivalent aggregate NAV amounts will be compared to a “hurdle rate” of Class E Shares or Class E OP Units1.5% per quarter (6% annualized). The OP Company’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 1.5% Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP UnitsFee. If The Company will pay the Adviser elects an Incentive Fee with respect to receive the Company’s pre-Incentive Fee net investment income in each calendar quarter as follows: • With the exception of the Capital Gains Fee (as defined and discussed in greater detail below), no Incentive Fee is payable to the Adviser in any calendar quarter in which the Company’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.5% for such quarter. • Following any IPO of the Company’s common stock that may occur, 100% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate is payable to the Adviser until the Adviser has received 17.5% of the total pre-Incentive Fee net investment income for that fiscal quarter. The Company refers to this portion of the Management Company’s Pre-Incentive Fee in Class E Shares Net Investment Income as the “catch-up.” Prior to any IPO of the Company’s common stock that may occur, 100% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate is payable to the Adviser until the Adviser has received 15% of the total pre-Incentive Fee net investment income for that fiscal quarter. • Following any IPO of the Company’s common stock that may occur, once the hurdle is reached and the catch-up is achieved, 17.5% of all remaining pre-Incentive Fee net investment income for that fiscal quarter is payable to the Adviser. Prior to any IPO of the Company’s common stock that may occur, once the hurdle is reached and the catch-up is achieved, 15% of all remaining pre-Incentive Fee net investment income for that fiscal quarter is payable to the Adviser. • These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or Class E OP Unitsrepurchases during the relevant quarter. (ii) Following any IPO of the Company’s common stock that may occur, the Adviser second part of the Incentive Fee (the “Capital Gains Fee”) will be determined and payable in arrears as of the end of each fiscal year of the Company (or any subsequent transferee thereof may elect to have upon termination of this Agreement as set forth below), and will equal the Trust or Weighted Percentage (as defined below) of the Operating Partnership repurchase such Class E Shares or Class E OP Units Company’s realized capital gains, if any, on a cumulative basis from the Adviser or inception of the Company to the end of such transferee at fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a later date at cumulative basis, minus the price available in aggregate amount of any previously paid capital gain incentive fees for prior periods. The Weighted Percentage is intended to ensure that, for each fiscal year following an IPO of the TrustCompany’s share repurchase plan or otherwise at common stock, the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by portion of the Adviser Company’s realized capital gains that accrued prior to an IPO will not be subject to an incentive fee rate of 15% and the repurchase limits portion of the TrustCompany’s share repurchase plan or any reduction or penalty for realized capital gains that accrued following an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units IPO will be repurchased for the Class E Shares with subject to an equivalent aggregate NAV. The Adviser will have the option incentive fee rate of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement 17.5%, and is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.determined as follows:

Compensation of the Adviser. a. The Trust will pay Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust "Base Management Fee”") equal and an incentive fee ("Incentive Fee") as hereinafter set forth. The Corporation shall make any payments due hereunder to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect Adviser or to any accruals for the Management Fee, shareholder servicing feesAdviser's designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Performance Allocation (as defined in Adviser may elect, or the Limited Partnership Agreement of the Operating Partnership, as amended from time Corporation may adopt a deferred compensation plan pursuant to time) or any distributions. The Operating Partnership will pay which the Adviser may elect, to defer all or a management fee portion of its fees hereunder for a specified period of time. (the “OP Management Fee”a) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Base Management Fee shall be paid calculated at an annual rate based on Class E Shares or Class E OP Units. b. The Trust Management Fee the Corporation's gross assets. For purposes hereof, "gross assets" means all of the Corporation's debt and the DST Management Fee may be paidequity investments, at the Adviser’s election, in including cash or and cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Unitsequivalents and taking into account borrowing. The OP Management Fee may management fee will be paid2.00% of the Corporation's gross assets; provided, at the Adviser’s electionhowever, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If that the Adviser elects hereby agrees to receive any waive a portion of the Base Management Fee in Class E Shares or Class E OP Units, such that the Adviser or any subsequent transferee thereof may elect Base Management Fee will be equal to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Sharesx) obtained by the Adviser will not be subject to the repurchase limits 1.50% of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through Corporation's gross assets from the date of terminationthe offering of common stock pursuant to the Registration Statement until the date on which the Corporation has invested at least 50% of the net proceeds of such offering and (y) 1.75% of the Corporation's gross assets from such later date until the date on which it has invested at least 75% of the net proceeds of such offering. Such pro ration shall take into account The Base Management Fee will remain 2.00% of the number Corporation's gross assets thereafter. For services rendered during the period commencing from the closing of days the Corporation's offering of its common stock, pursuant to the Registration Statement, through and including December 31, 2004, the Base Management Fee will be payable monthly in arrears by the 10th day after the end of such month. For services rendered after December 31, 2004, the Base Management Fee will be payable quarterly in arrears by the 10th day after the end of such quarter. For the first quarter of the Corporation's operations, the Base Management Fee will be calculated based on the initial value of the Corporation's gross assets. Subsequently, the Base Management Fee will be calculated based on the average value of the Corporation's gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial calendar month or calendar year for which this Agreement was in effectquarter will be appropriately pro rated.

Compensation of the Adviser. a. The Trust will Corporation agrees to pay to the Adviser, and the Adviser agrees to accept as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Adviser may agree to temporarily or permanently waive, in whole or in part, the Base Management Fee and/or the Incentive Fee. (a) The Base Management Fee shall be calculated at an annual rate of 2.00% of the Corporation’s gross assets. However, for services rendered during the period commencing from the closing of the Corporation’s initial public offering (“IPO”) through the date on which the Corporation will have fully invested or expanded the proceeds of the IPO, after fees and expenses, including underlying discounts and commissions, the Adviser will waive 0.75% of the Base Management Fee, reducing it to 1.25% of gross assets for that period. For services rendered during the period commencing from the closing of the IPO, through and including December 31, 2006, the Base Management Fee will be payable monthly in arrears, and will be calculated based on the initial value of the Corporation’s net asset assets upon closing of such offering. For services rendered after such time, the Base Management Fee will be payable monthly in arrears and will be calculated based on the average value of the Corporation’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any capital share or debt transactions effected during the current calendar quarter. Base Management Fees for any partial month or quarter shall be appropriately pro rated. (b) The Incentive Fee will have two parts. (i) The first part will be calculated and payable quarterly in arrears based on the Corporation’s “Pre-Incentive Fee Net Investment Income” for the Class S Sharesimmediately preceding calendar quarter. For this purpose, Class D Shares “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and Class I Shares per annum payable monthlyany other income (including any other fees (other than fees for providing managerial assistance), before giving effect to any accruals such as commitment, origination, structuring, diligence and consulting fees or other fees that the Corporation receives from portfolio companies) accrued during the calendar quarter, minus the Corporation’s operating expenses for the Management Feequarter (including the base management fee, shareholder servicing feesexpenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Performance Allocation (as defined incentive fee). Pre-Incentive Fee Net Investment Income includes, in the Limited Partnership Agreement case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that the Corporation has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Operating PartnershipCorporation’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 2% per quarter (8% annualized), subject to a “catch-up” provisions measured as amended from time to time) or any distributionsof the end of each calendar quarter. The Operating Partnership will pay Corporation’s net investment income used to calculate this part of the incentive fee is also included in the amount of gross assets used to calculate the 2% base management fee. The operation of the incentive fee with respect to the Corporation’s Pre-Incentive Fee Net Investment Income for each quarter is as follows: • no incentive fee is payable to the Adviser a management fee in any calendar quarter in which Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 2% (the “OP Management Feepreferred return” or “hurdle”). • 100% of Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.5% in any calendar quarter (10% annualized) equal is payable to 1.25the Adviser. This portion of Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than 2.5%) is the “catch-up.” For the purpose of clarity, it is understood that the “catch-up” provision is intended to provide the Adviser with an incentive fee of 20% per annum, payable monthly, on all Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when Pre-Incentive Fee Net Investment Income exceeds 2.5% in any calendar quarter. • 20% of the net asset value amount of the Operating Partnership units Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% in any calendar quarter (“OP Units”10.0% annualized) attributable is payable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (once the “DST Management Fee” and, together with the Trust Management Fee hurdle is reached and the OP Management Feecatch-up is achieved, the “Management Fee”) equal 20% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units). b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust Adviser, for its services to the Company, will pay the Adviser be entitled to receive a management fee (the “Trust Base Management Fee”) equal to 1.25and an incentive fee (“Incentive Fee”) from the Company. (a) The Base Management Fee will be calculated based on the Company’s gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, at an annual rate of 1.0% of net asset value for the Class S Sharesperiod commencing on the date of this Agreement through December 31, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals 2018; 1.125% for the period commencing on January 1, 2019 through December 31, 2019; and 1.375% for all periods thereafter. The Base Management Fee is payable quarterly in arrears on a calendar quarter basis. The Base Management Fee will be calculated based on the average value of the Company’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter will be appropriately pro-rated. (b) The Incentive Fee will consist of two parts, as follows: (i) For each quarter from and after the date hereof through December 31, 2019 (the “Pre-2020 Period”), the first component of the Incentive Fee (the “Income-Based Fee”) will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter for which such fees are being calculated and shall be payable promptly following the filing of the Company’s financial statements for such quarter. In respect of the Pre-2020 Period, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that the Company receives from portfolio companies) accrued during the relevant calendar quarter, minus the Company’s operating expenses for such quarter (including the Base Management Fee, shareholder servicing feesexpenses payable under the Administration Agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Performance Allocation (as defined Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the Limited Partnership Agreement case of the Operating Partnershipinvestments with a deferred interest feature (such as original issue discount, as amended from time to time) debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) unrealized capital appreciation or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Unitsdepreciation. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) For the year ending December 31, 2017, the Base Management Fee shall be calculated at an annual rate of 2.00% of the Company’s gross assets, excluding temporary assets acquired at the end of each fiscal quarter for purposes of preserving investment flexibility for the next fiscal quarter. Effective as of January 1, 2018, the Base Management Fee shall be calculated at an annual rate of 1.75% of the Company’s gross assets, excluding temporary assets acquired at the end of each fiscal quarter for purposes of preserving investment flexibility for the next fiscal quarter. Temporary assets include, but are not limited to, U.S. treasury bills, other short-term U.S. government or government agency securities, repurchase agreements or cash borrowings. (b) For services rendered under this agreement, the Base Management Fee will be payable quarterly in arrears. The Base Management Fee will be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro-rated. (c) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and fees for providing significant managerial assistance or other fees that the Company receives from portfolio companies) accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized). The Company’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 2.00% base management fee. The Company will pay the Adviser an Incentive Fee with respect to the Company’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.75%; (2) 100% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); this portion of the pre-Incentive Fee net investment income (which exceeds the hurdle but is less than 2.1875%) is referred to herein as the “catch-up.” The “catch-up” is meant to provide the Adviser with 20% of the Company’s pre-Incentive Fee net investment income as if a management fee hurdle did not apply if this net investment income exceeds 2.1875% in any calendar quarter; and (3) 20% of the amount of the Company’s pre-Incentive Fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized) payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 20% of all pre-Incentive Fee investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2007, and will equal 20.0% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the amount of any previously paid capital gain Incentive Fees, with respect to each of the investments in the Company’s portfolio; provided that the Incentive Fee determined as of December 31, 2007 will be calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from inception. In the event that this Agreement shall terminate as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee. Investment income (including interest, dividends, fees, etc.) = 1.25% of Hurdle rate (1) = 1.75% Management fee (2) = 0.50% Other expenses (legal, accounting, custodian, transfer agent, etc.) (3) = 0.20% Pre-Incentive Fee net asset value for the Class S Sharesinvestment income (investment income – (management fee + other expenses)) = 0.55% Pre-incentive net investment income does not exceed hurdle rate, Class D Shares and Class I Shares per annum payable monthlytherefore there is no Incentive Fee. Investment income (including interest, before giving effect to any accruals for the Management Feedividends, shareholder servicing fees, the Performance Allocation etc.) = 2.70% Hurdle rate (as defined in the Limited Partnership Agreement of the Operating Partnership1) = 1.75% Management fee (2) = 0.50% Other expenses (legal, as amended from time to timeaccounting, custodian, transfer agent, etc.) or any distributions. The Operating Partnership will pay the Adviser a (3) = 0.20% Pre-Incentive Fee net investment income (investment income – (management fee (the “OP Management Fee”+ other expenses)) equal to 1.25= 2.00% per annumIncentive Fee = 100% × pre-Incentive Fee net investment income, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. “catch-up” (4) = 100% × (2.00% – 1.75%) = 0.25% Investment income (including interest, dividends, fees, etc.) = 3.00% Hurdle rate (1) = 1.75% Management fee (2) = 0.50% Other expenses (legal, accounting, custodian, transfer agent, etc.) (3) = 0.20% Pre-Incentive Fee net investment income (investment income – (management fee + other expenses)) = 2.30% Incentive Fee = 20% × pre-Incentive Fee net investment income, subject to “catch-up” (4) Incentive Fee = 100% × “catch-up” + (20% × (pre-Incentive Fee net investment income – 2.1875%)) Catch-up = 2.1875% – 1.75% = 0.4375% Incentive Fee = (100% × 0.4375%) + (20% × (2.3% – 2.1875%)) = 0.4375% + (20% × 0.1125%) = 0.4375% + 0.0225% = 0.46% (1) Represents 7.0% annualized hurdle rate. (2) Represents 2.0% annualized management fee. (3) Excludes organizational and offering expenses. (4) The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares “catch-up” provision is intended to provide our investment adviser with an equivalent aggregate NAV. The Adviser will have the option Incentive Fee of exchanging Class E Shares for an equivalent aggregate NAV amount 20% on all of other Share classesour pre-Incentive Fee net investment income as if a hurdle rate did not apply when our net investment income exceeds 2.1875% in any calendar quarter. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or adopt a deferred compensation plan pursuant to which it may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 1.00% of the Corporation’s gross assets (net of U.S. Treasury Bills, temporary draws under any credit facility and/or repurchase agreements or other balance sheet transactions undertaken at the end of a fiscal quarter for purposes of preserving investment flexibility for the next quarter). For services rendered under this Agreement, the Base Management Fee will be payable quarterly in arrears. For the first calendar quarter of the Corporation’s operations, the Base Management Fee will be calculated based on the initial value of the Corporation’s gross assets. Subsequently, the Base Management Fee will be calculated based on the average value of the Corporation’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and fees for providing significant managerial assistance or other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Corporation’s Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that the Corporation has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized). The Corporation’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 1.00% Base Management Fee. The Corporation will pay the Adviser a management fee an Incentive Fee with respect to the Corporation’s pre-Incentive Fee net investment income in each calendar quarter as follows: (the “Trust Management Fee”1) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Incentive Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, calendar quarter in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have Corporation’s pre-Incentive Fee net investment income does not exceed the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.hurdle rate of

Compensation of the Adviser. a. (a) The Trust Adviser, for its services to the Corporation, will pay the Adviser be entitled to receive a management fee (the “Trust Base Management Fee”) equal to 1.25from the Corporation determined in accordance with U.S. generally accepted accounting principles. The Base Management Fee will be calculated at an annual rate of 2.0% of net asset value for the Class S Shares, Class D Shares Corporation’s gross assets and Class I Shares per annum payable monthly, before giving effect to any accruals for quarterly in arrears. For purposes of calculating the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Base Management Fee, the term “Management Fee”) equal to 1.25% per annum, payable monthly, gross assets” includes any assets acquired with the proceeds of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunderleverage. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units period from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of terminationcommencement of the Corporation’s operations (the “Commencement Date”) through the end of the first quarter of the Corporation’s operations, the Base Management Fee will be calculated based on the initial value of the Corporation’s gross assets. Such pro ration shall take into account Subsequently, the number Base Management Fee will be calculated based on the average value of days the Corporation’s gross assets at the end of the two most recently completed calendar quarters. Base Management Fees for any partial quarter will be appropriately pro-rated. (b) For purposes of this Agreement, the gross assets and net assets of the Corporation shall be calculated pursuant to the procedures adopted by the Board of Directors of the Corporation for calculating the value of the Corporation’s assets. (c) The Incentive Fee will consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee net investment income for the immediately preceding calendar month quarter. “Pre-Incentive Fee net investment income” means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the calendar year quarter, minus the Corporation’s operating expenses for which this Agreement was the quarter (including the Base Management Fee, expenses payable under the Corporation’s administration agreement (the “Administration Agreement”), interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-incentive fee net investment income includes, in effectthe case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an income incentive fee (“Incentive Fee”), as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. The Base Management Fee shall be calculated at an annual rate of 2.00% of the Corporation’s average total assets as described below. For the first quarter of the Corporation’s operations commencing with the initial closing of the Corporation’s offering of its common stock to which the Registration Statement relates (the “Initial Closing”), the Base Management Fee will be calculated based on the average value of the Corporation’s total assets as of the date of the Initial Closing and at the end of the calendar quarter during which the Initial Closing occurred, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Subsequently, the Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the average value of the Corporation’s total assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. At the Adviser’s option, the Base Management Fee for any period may be deferred, without interest thereon, and paid to the Adviser at any time subsequent to any such deferral as the Adviser determines. The Incentive Fee shall be calculated and payable quarterly in arrears based on the pre- Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Corporation receives) accrued by the Corporation during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the organization and offering expenses and the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Corporation has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation’s net assets at the end of the immediately preceding calendar quarter, will be compared to a preferred return of 1.5% per quarter (6% annualized). The Corporation will pay the Adviser a management fee an Incentive Fee with respect to the Corporation’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the “Trust Management Fee”Corporation’s pre-Incentive Fee net investment income does not exceed the preferred return; (2) equal to 1.25100% of the Corporation’s pre-Incentive Fee net asset value for investment income with respect to that portion of such pre- Incentive Fee net investment income, if any, that exceeds the Class S Shares, Class D Shares preferred return but is less than 1.875% in any calendar quarter (7.5% annualized); and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement 3) 20% of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, amount of the Corporation’s pre-Incentive Fee net asset value of the Operating Partnership units investment income, if any, that exceeds 1.875% in any calendar quarter (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions7.5% annualized). The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units These calculations will be repurchased appropriately prorated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option any period of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classesless than three months. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust Adviser, for its services to the Corporation, will pay the Adviser be entitled to receive a management fee (the “Trust Base Management Fee”) equal to 1.25and an incentive fee (“Incentive Fee”) from the Corporation. (a) The Base Management Fee will be calculated at an annual rate of (i) 2.00% of net asset the Corporation’s gross assets, which includes assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, up to and including $350 million, (ii) 1.75% of the Corporation’s gross assets in excess of $350 million and up to and including $1 billion, and (iii) 1.50% of the Corporation’s gross assets in excess of $1 billion. For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Corporation files with the SEC. The Base Management Fee is payable quarterly in arrears on a calendar quarter basis. For the period from the date of commencement of the Corporation’s operations (the “Commencement Date”) through the end of the first and second quarters of the Corporation’s operations, the Base Management Fee will be calculated based on the initial value of the Corporation’s gross assets (as defined above). Subsequently, the Base Management Fee will be calculated based on the average value of the Corporation’s gross assets (as defined above) at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial quarter will be appropriately pro-rated. (b) The Incentive Fee will consist of two parts, as follows: (i) The first component of the Incentive Fee (the “Income-Based Fee”) will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the Class S Sharesimmediately preceding calendar quarter for which such fees are being calculated and shall be payable promptly following the filing of the Corporation’s financial statements for such quarter. “Pre-Incentive Fee Net Investment Income” means interest income, Class D Shares dividend income and Class I Shares per annum payable monthlyany other income (including any other fees (other than fees for providing managerial assistance), before giving effect to any accruals such as commitment, origination, structuring, diligence, consulting fees or other fees that the Corporation receives from portfolio companies) accrued during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, shareholder servicing fees, expenses payable under the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee Corporation’s administration agreement (the “OP Management Administration Agreement”), any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee”) equal to 1.25% per annum). Pre-Incentive Fee Net Investment Income includes, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement case of the Operating Partnershipinvestments with a deferred interest feature (such as original issue discount, as amended from time to time) debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares unrealized capital appreciation or Class E OP Unitsdepreciation. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal as hereinafter set forth. The Company shall make any payments due hereunder to 1.25the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. (a) The Base Management Fee will be calculated at an annual rate of 1.50% per annum, payable monthly, of the net asset Company’s gross assets, which for all purposes hereunder shall (i) be determined on a consolidated basis in accordance with generally accepted accounting principles in the United States, (ii) include assets acquired through the incurrence of debt, and (iii) exclude cash and any temporary investments in cash-equivalents, including U.S. government securities and other high-quality investment grade debt investments that mature in 12 months or less from the date of investment. The Base Management Fee will be payable quarterly in arrears. The Base Management Fee will be calculated based on the average value of the Operating Partnership units (“OP Units”) attributable to Class S OP UnitsCompany’s gross assets at the end of the two most recently completed fiscal quarters, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals except for the OP Management Fee, investor servicing fees, first quarter following the Performance Allocation (as defined in the Limited Partnership Agreement completion of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating PartnershipIPO, in which case such OP Units the Base Management Fee will be repurchased calculated based on the Company’s gross assets as of the end of such fiscal quarter. The Base Management Fee will be appropriately adjusted for any share issuances or repurchases during such fiscal quarter, and the Base Management Fees for any partial month or quarter will be appropriately pro-rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee net investment income for the Class E Shares with an equivalent aggregate NAVpreceding calendar quarter. The Adviser will have “Pre-Incentive Fee net investment income” means consolidated interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the option of exchanging Class E Shares Company receives from portfolio companies) accrued by the Company during the calendar quarter, minus the Company’s consolidated operating expenses for an equivalent aggregate NAV amount of other Share classesthe quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust will pay Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributionshereinafter set forth. The Trust Parties will pay Corporation shall make any payments due hereunder to the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal or to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Corporation may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and 1.50% per annum of the DST Management Fee may be paid, at the AdviserCorporation’s election, in total assets (other than cash or cash equivalent aggregate NAV amounts equivalents but including assets purchased with borrowed funds), determined according to procedures duly adopted by the Board. For services rendered during the period commencing from November 8, 2019 (the “Effective Date”), through and including the end of Class E Shares or Class E OP Units. The OP the first calendar quarter of the Corporation’s operations after the Effective Date, the Base Management Fee may will be paidpayable monthly in arrears. Until the first calendar quarter of the Corporation’s operations after the Effective Date, at the AdviserBase Management Fee will be calculated based on the initial value of the Corporation’s election, in total assets (other than cash or cash equivalent aggregate NAV amounts equivalents but including assets purchased with borrowed funds) after giving effect to the contribution of Class E OP Unitsthe loan portfolio as contemplated by the Stock Purchase Agreement, dated as of January 24, 2019 by and among the Corporation, East Asset Management, LLC and, solely for purposes of being bound by Sections 7.10 and 10.9(a) and (b) thereof, the Adviser. If Subsequently, the Adviser elects to receive Base Management Fee will be calculated based on the average value of the Corporation’s total assets (other than cash or cash equivalents but including assets purchased with borrowed funds) at the end of the two most recently completed calendar quarters. Base Management Fees for any partial month or quarter will be appropriately pro-rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part (the “Income Based Fee”) will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee net investment income for the immediately preceding calendar quarter and shall be payable promptly following the filing of the Corporation’s financial statements for such quarter. “Pre-Incentive Fee net investment income” means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the relevant calendar quarter, minus the Corporation’s operating expenses for such calendar quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classesIncentive Fee). c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust will Corporation agrees to pay to the Adviser, and the Adviser agrees to accept as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust "Base Management Fee”") equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management "Incentive Fee”") equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master leasehereinafter set forth. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubtmay agree to temporarily or permanently waive, in whole or in part, the DST Base Management Fee may be waived at and/or the Adviser’s sole discretion and no Incentive Fee. (a) The Base Management Fee shall be paid calculated at an annual rate of 2.00%. For services rendered during the period commencing from the closing of the Corporation's offering of its common stock, pursuant to the Registration Statement, through and including March 31, 2004, the Base Management Fee will be payable monthly in arrears, and will be calculated based on Class E Shares the initial value of the Corporation's net assets upon closing of such offering. For services rendered after such time, the Base Management Fee will be payable quarterly in arrears, and will be calculated based on the average value of the Corporation's net assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances, repurchases or Class E OP Unitsredemptions during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. The liquidation preference of any issued and outstanding preferred stock will be included in the calculation of the Corporation's net assets for purposes of determining the Base Management Fee, with such liquidation preference appropriately adjusted for any share issuances, repurchases or redemptions during the current calendar quarter. b. (b) The Trust Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income earned by the Corporation during the calendar quarter, minus the Corporation's operating expenses for the quarter (including the Base Management Fee and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the DST Management Incentive Fee). Pre-Incentive Fee may be paidnet investment income includes any consulting or other fees that the Corporation receives from portfolio companies, but does not include any net realized capital gains. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation's net assets at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion end of the Management Fee in Class E Shares or Class E OP Unitsimmediately preceding calendar quarter, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with compared to one-fourth of an equivalent aggregate NAV. applicable annual "hurdle rate." The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive 20% of the excess (if any) of the Corporation's pre-Incentive Fee net investment income for the quarter over one-fourth of the applicable annual hurdle rate. The annual hurdle rate will initially be [ ]%. For each calendar year, commencing on or after January 1, 2005, the annual hurdle rate will be determined as of the immediately preceding December 31st by adding 5% to the interest rate then payable on the most recently issued five-year U.S. Treasury Notes, up to a prorated Management maximum annual hurdle rate of 10%. The calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances, redemptions or repurchases during the current quarter. (ii) The second part of the Incentive Fee through (the date "Capital Gains Fee") will be determined and payable in arrears as of termination. Such pro ration shall the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2004, and will equal 20.0% of the Corporation's net realized capital gains for the calendar year less any net unrealized capital losses at the end of such year; provided that the Capital Gains Fee determined as of December 31, 2004 will take into account any capital gains and losses for the number period ending December 31, 2003, if any. In the event that this Agreement shall terminate as of days of any partial calendar month or a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for which this Agreement was in effectpurposes of calculating and paying a Capital Gains Fee.

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or adopt a deferred compensation plan pursuant to which it may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 2.00% of the Corporation’s “average adjusted gross assets,” which equals the Corporation’s gross assets (net of U.S. Treasury Bills, temporary draws under any credit facility, cash and cash equivalents, repurchase agreements or other balance sheet transactions undertaken at the end of a fiscal quarter for purposes of preserving investment flexibility for the next quarter and adjusted to exclude cash, cash equivalents and unfunded commitments, if any). The Base Management Fee will be payable quarterly in arrears and will be calculated based on the average adjusted gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately prorated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the Corporation’s pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income, including any other fees (other than fees for providing managerial assistance), such as amendment, commitment, origination, prepayment penalties, structuring, diligence and consulting fees or other fees received from portfolio companies, accrued during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, any expenses payable under the Administration Agreement, and any interest expense and distribution paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Corporation has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a percentage of the value of the Corporation’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized). The Corporation will pay the Adviser a management fee an Incentive Fee with respect to the Corporation’s pre-Incentive Fee net investment income in each calendar quarter as follows; (1) no Incentive Fee in any calendar quarter in which the Corporation’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.75%; (2) 100% of the Corporation’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and (3) 20% of the amount of the Corporation’s pre-Incentive Fee net investment income, if any, that exceeds 2.1875% in any calendar quarter. These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2007, and will equal to 1.2520.0% of the Corporation’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net asset value for of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to aggregate amount of any accruals for previously paid Capital Gains Fees. In the Management Fee, shareholder servicing feesevent that this Agreement shall terminate as of a date that is not a calendar year end, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee termination date shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at treated as though it were a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year end for which this Agreement was in effectpurposes of calculating and paying a Capital Gains Fee.

Compensation of the Adviser. a. The Trust Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 1.75% of the Company’s gross assets, which for purposes of this Agreement shall be equal to the Company’s total assets as reflected on its balance sheet. For services rendered under this Agreement, the Base Management Fee will be payable quarterly in arrears. The Base Management fee will initially be calculated based on the value of the Company’s gross assets at the end of the first calendar quarter subsequent to completing its initial public offering, and thereafter will be based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. However, for the first twelve months following the Company’s initial public offering, the Adviser agrees to waive the portion of the Base Management fee payable on cash and cash equivalents held at the Company level, excluding cash and cash equivalents held by CapitalSouth Partners Fund II Limited Partnership and CapitalSouth Partners SBIC Fund III, L.P. Base Management Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and fees for providing significant managerial assistance or other fees that the Company receives from portfolio companies) accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 2.0% per quarter (8.0% annualized). The Company’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 1.75% base management fee. The Company will pay the Adviser an Incentive Fee with respect to the Company’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 2.0%; (2) 100% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5% in any calendar quarter (10% annualized); this portion of the pre-Incentive Fee net investment income (which exceeds the hurdle but is less than 2.5%) is referred to herein as the “catch-up.” The “catch-up” is meant to provide the Adviser with 20% of the Company’s pre-Incentive Fee net investment income as if a management fee hurdle did not apply if this net investment income exceeds 2.5% in any calendar quarter; and (3) 20% of the amount of the Company’s pre-Incentive Fee net investment income, if any, that exceeds 2.5% in any calendar quarter (10% annualized) payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 20% of all pre-Incentive Fee investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2013, and will equal to 1.2520.0% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net asset value of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain Incentive Fees, with respect to each of the investments in the Company’s portfolio; provided that the Incentive Fee determined as of December 31, 2013 will be calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for date of the Management Fee, shareholder servicing feesCompany’s inception. In the event that this Agreement shall terminate as of a date that is not a calendar year end, the Performance Allocation (termination date shall be treated as defined in the Limited Partnership Agreement though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee. The Company will defer cash payment of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or incentive fee otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained earned by the Adviser will not be subject that would, when taken together with all other incentive fees paid to the repurchase limits Adviser during the most recent twelve (12) full calendar month period ending on or prior to the date such payment is to be made, exceed 20% of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement sum of the Operating PartnershipCompany’s (a) pre-incentive fee net investment income during such period, in which case (b) net unrealized appreciation or depreciation during such OP Units period and (c) net realized capital gains or losses during such period. Any deferred incentive fees will be repurchased carried over for payment in subsequent calculation periods to the Class E Shares with an equivalent aggregate NAVextent such payment is payable under this Agreement. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser Such deferred amounts will be entitled to receive calculated using a prorated Management Fee through period of shorter than twelve (12) full calendar months until twelve (12) full calendar months have passed since completion of the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effectCompany’s initial public offering.

Compensation of the Adviser. a. The Trust will pay Fund agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of and an incentive fee (the aggregate DST Property Consideration for all DST Properties subject to a master lease“Incentive Fee”) as hereinafter set forth. The Fund shall make any payments due hereunder to the Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at or to the Adviser’s sole discretion and no designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Fund may adopt, a deferred compensation plan pursuant to which the Adviser may elect to defer all or a portion of its fees hereunder for a specified period of time. (a) The Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and calculated at an annual rate of 1.25% of the DST Management Fee may be paidFund’s gross assets.1 For services rendered under this Agreement, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee shall be payable quarterly in Class E Shares arrears. The Management Fee shall be calculated based on the average value of the Fund’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or Class E OP Unitsrepurchases during the current calendar quarter.2 Management Fees for any partial quarter shall be appropriately prorated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part shall be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. The pre-Incentive Fee net investment income shall be payable only following the Waiver Date (as defined below). For this purpose, pre-Incentive Fee net investment income means dividends (including reinvested dividends), interest and fee income accrued by the Fund during the calendar quarter, minus the Fund’s operating expenses for the quarter (including the Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred shares, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. 1 For these purposes, “gross assets” means the Fund’s total assets determined on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”), excluding undrawn commitments but including assets purchased with borrowed amounts. For the first calendar quarter in which the Fund has operations, gross assets will be measured as the average of gross assets at the date that investors are required to fund capital contributions to purchase common shares (a “Drawdown Purchase”) and at the end of such first calendar quarter. 2 For each of the first two calendar quarters of the Fund’s operations, the Adviser or any subsequent transferee thereof may elect to have Management Fee shall be calculated based on the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date Fund’s gross assets at the price available in the Trust’s end of such calendar quarter, and appropriately adjusted for any share repurchase plan issuances or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any repurchases during such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classescalendar quarter. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master leasehereinafter set forth. The Adviser may agree to temporarily or permanently waive or defer, in whole or in part, the Base Management Fee and/or the Incentive Fee. See Appendix A for examples of how these fees are calculated. The Company shall receive make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. Any portion of a deferred fee payable to the Adviser shall be deferred without interest and may be paid in any quarter prior to the termination of this Agreement as the Adviser may determine upon written notice to the Company. (a) As of the Effective Date, the Base Management Fees as compensation for services rendered hereunderFee shall be calculated at an annual rate of 1.50% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents; provided, however, that the Base Management Fee shall be calculated at an annual rate of 1.00% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents that exceeds the product of (A) 200% and (B) the Company’s net asset value. For the avoidance of doubt, the DST Management Fee may 200% will be waived at calculated in accordance with the Adviser’s sole discretion Investment Company Act and no will give effect to exemptive relief the Company received with respect to debentures issued by a small business investment company subsidiary. For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Company files with the SEC. The Base Management Fee shall be paid payable quarterly in arrears, and shall be calculated based on Class E Shares the value of the Company’s gross assets at the end of each fiscal quarter, and appropriately adjusted for any equity capital raises or Class E OP Units. b. repurchases during such quarter. The Trust Base Management Fee and the DST Management Fee may for any partial month or quarter shall be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion appropriately prorated (upon termination of the Management Fee in Class E Shares or Class E OP UnitsAgreement, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits as of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAVtermination date). The Adviser will have hereby agrees to irrevocably waive an aggregate of $6 million of Base Management Fees in the option two years following the closing of exchanging Class E Shares the Company’s acquisition of Oaktree Strategic Income Corporation at rate of $750,000 per quarter (with such amount appropriately prorated for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effectquarter).

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master leasehereinafter set forth. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubtmay agree to temporarily or permanently waive or defer, in whole or in part, the DST Base Management Fee may be waived at and/or the Incentive Fee. See Appendix A for examples of how these fees are calculated. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s sole discretion designee as the Adviser may otherwise direct. Any portion of a deferred fee payable to the Adviser shall be deferred without interest and no may be paid in any quarter prior to the termination of this Agreement as the Adviser may determine upon written notice to the Company. (a) The Base Management Fee shall be calculated at an annual rate of 1.00% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents. For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Company files with the SEC. The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed quarters. The Base Management Fee for any partial month or quarter shall be appropriately prorated(upon termination of the investment advisory agreement, as of the termination date). (b) The Incentive Fee shall consist of two parts, as follows: (i) The first part shall be calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter (or upon termination of the investment advisory agreement, as of the termination date). For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies other than fees for providing managerial assistance) accrued during the quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on Class E Shares any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or Class E OP Units. b. The Trust Management unrealized capital appreciation or depreciation. Pre-Incentive Fee and Net Investment Income, expressed as a rate of return on the DST Management Fee may be paid, value of the Company’s net assets at the Adviser’s electionend of the immediately preceding quarter, in cash or cash equivalent aggregate NAV amounts shall be compared to a “hurdle rate” of Class E Shares or Class E OP Units1.5% per quarter (6% annualized), subject to a “catch-up” provision measured as of the end of each quarter. The OP Management Company’s net investment income used to calculate this part of the incentive fee is also included in the amount of the Company’s gross assets used to calculate the 1% base management fee. The operation of the incentive fee with respect to the Company’s Pre-Incentive Fee may be paidNet Investment Income for each quarter is as follows: • No incentive fee is payable to the Adviser in any quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.5% (the “preferred return” or “hurdle”). • 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, at if any, that exceeds the hurdle rate but is less than or equal to 1.8182% in any quarter (7.2727% annualized) is payable to the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any This portion of the Management Pre-Incentive Fee in Class E Shares Net Investment Income (which exceeds the hurdle rate but is less than or Class E OP Units, equal to 1.8182%) is referred to as the “catch-up.” The “catch-up” provision is intended to provide the Adviser with an incentive fee of 17.5% on all of the Company’s Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when the Company’s Pre- Incentive Fee Net Investment Income exceeds 1.8182% in any quarter. • 17.5% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 1.8182% in any quarter (7.2727% annualized) is payable to the Adviser once the hurdle is reached and the catch-up is achieved, (17.5% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Adviser). (ii) The second part of the incentive fee shall be determined and payable in arrears as of the end of each fiscal year (or upon termination of the investment advisory agreement, as of the termination date), commencing the fiscal year ending September 30, 2019, and shall equal 17.5% of the Company’s realized capital gains, if any, on a cumulative basis from the beginning of the fiscal year ending September 30, 2019 through the end of each subsequent fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees under this Agreement. Any realized capital gains, realized capital losses, unrealized capital appreciation and unrealized capital depreciation with respect to the Company’s portfolio as of the end of the fiscal year ending September 30, 2018 shall be excluded from the calculations of the second part of the incentive fee. (c) In certain circumstances the Adviser, any Sub-Adviser, or any subsequent transferee of their respective affiliates, may receive compensation from a portfolio company in connection with the Company’s investment in such portfolio company. Any compensation received by the Adviser, Sub-Adviser, or any of their respective affiliates, attributable to the Company’s investment in any portfolio company, in excess of any of the limitations in or exemptions granted from the 1940 Act, any interpretation thereof may elect to have by the Trust staff of the SEC, or the Operating Partnership repurchase such Class E Shares or Class E OP Units from conditions set forth in any exemptive relief granted to the Adviser, any Sub-Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained Company by the Adviser will not SEC, shall be subject delivered promptly to the repurchase limits of Company and the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership Company will repurchase any retain such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased excess compensation for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option benefit of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classesits shareholders. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust Adviser, for its services to the Fund, will pay the Adviser be entitled to receive a management fee (the “Trust Base Management Fee”) equal to 1.25and an incentive fee (“Incentive Fee”) from the Fund. (a) The Base Management Fee will be calculated at an annual rate of 0.75% of the average value of the weighted average (based on the number of shares outstanding each day in the quarter) of the Fund’s net asset value assets at the end of the two most recently completed calendar quarters from the date of this Agreement (the “Commencement Date”). For the Company’s first calendar quarter, the Base Management Fee will be calculated based on the weighted average of the Company’s net assets as of such quarter-end. The Base Management Fee will be payable quarterly in arrears. (b) The Incentive Fee will consist of two parts that are independent of each other, with the result that one component may be payable even if the other is not, as follows: (i) The first component of the Incentive Fee (the “Income-Based Incentive Fee”) will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the Class S Sharesimmediately preceding calendar quarter for which such fees are being calculated and shall be payable promptly following the filing of the Fund’s financial statements for such quarter. “Pre-Incentive Fee Net Investment Income” means interest income, Class D Shares dividend income and Class I Shares per annum payable monthlyany other income (including any other fees, before giving effect to any accruals such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses for the quarter (including the Base Management Fee, shareholder servicing fees, expenses payable under the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee Fund’s administration agreement (the “OP Management Administration Agreement”), any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee”) equal to 1.25% per annum). Pre-Incentive Fee Net Investment Income includes, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement case of the Operating Partnershipinvestments with a deferred interest feature (such as original issue discount, as amended from time to time) debt instruments with payment-in-kind interest and zero-coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares unrealized capital appreciation or Class E OP Unitsdepreciation. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 1.00% of the Company’s gross assets. For services rendered under this Agreement, the Base Management Fee will be payable quarterly in arrears. The Adviser agrees to waive the portion of the Base Management Fee payable to it on any net proceeds of the Company’s initial public offering and Concurrent Private Placement (as such term is defined in the Company’s Registration Statement) that have not been invested in portfolio investments or otherwise used for the payment of outstanding borrowings under the Company’s senior secured credit facility that were incurred in connection with the Company’s acquisition of the Initial Portfolio (as such term is defined in the Company’s Registration Statement); provided, however, for the purposes of such waiver, portfolio investments shall not include any temporary investments in cash equivalents, U.S. government securities and other high-quality investment grade debt investments that mature in 12 months or less from the date of investment. In all other instances, the Base Management Fee will be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and fees for providing significant managerial assistance or other fees that the Company receives from portfolio companies) accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash; provided, however, that the portion of the Incentive Fee attributable to deferred interest features shall be paid, together with interest thereon from the date of deferral to the date of payment, at the prime rate published from time to time by the Wall Street Journal or, in the absence thereof, a bank chosen by the board of directors, only if and to the extent received in cash, and any accrual thereof shall be reversed if and to the extent such interest is reversed in connection with any write off or similar treatment of the investment giving rise to any deferred interest accrual, applied in each case in the order such interest was accrued. Such subsequent payments in respect of previously accrued income shall not reduce the amounts payable for any quarter pursuant to clause (ii) below. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized). The Company’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 1.00% Base Management Fee. The Company will pay the Adviser an Incentive Fee with respect to the Company’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.75%; (2) 50% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.9167% in any calendar quarter (11.67% annualized); this portion of the pre-Incentive Fee net investment income (which exceeds the hurdle but is less than 2.9167%) is referred to herein as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 20% of the Company’s pre-Incentive Fee net investment income as if a management fee hurdle did not apply if this net investment income exceeds 2.9167% in any calendar quarter; and (3) 20% of the amount of the Company’s pre-Incentive Fee net investment income, if any, that exceeds 2.9167% in any calendar quarter (11.67% annualized) payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 20% of all pre-Incentive Fee investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing with December 31, 2011, and will equal to 1.2520.0% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net asset value for of all realized capital losses and net unrealized capital depreciation on a cumulative basis, less the Class S Sharesaggregate amount of any previously paid capital gain Incentive Fees, Class D Shares and Class I Shares per annum payable monthly, before giving effect with respect to any accruals for each of the Management Fee, shareholder servicing fees, the Performance Allocation (as defined investments in the Limited Partnership Agreement Company’s portfolio; provided that the Incentive Fee determined as of the Operating PartnershipDecember 31, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units 2011 will be repurchased calculated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option a period of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled shorter than twelve calendar months to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from inception. In the number event that this Agreement shall terminate as of days of any partial calendar month or a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for which this Agreement was in effectpurposes of calculating and paying a Capital Gains Fee.

Compensation of the Adviser. a. The Trust Adviser, for its services to the Corporation, will pay the Adviser be entitled to receive a management fee (the “Trust Base Management Fee”) equal to 1.25and an incentive fee (“Incentive Fee”) from the Corporation. (a) The Base Management Fee will be calculated at an annual rate of 1.75% of net asset the Corporation’s gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents (such amount, “Gross Assets”). The Base Management Fee is payable quarterly in arrears on a fiscal quarter basis. For the period from the date of this Agreement (the “Commencement Date”) through the end of the first and second fiscal quarters after the Commencement Date, the Base Management Fee will be calculated based on the value of the Corporation’s Gross Assets as of the end of each such quarter. Subsequently, the Base Management Fee will be calculated based on the average value of the Corporation’s Gross Assets at the end of the two most recently completed fiscal quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial quarter will be appropriately pro-rated. (b) The Incentive Fee will consist of two parts, as follows: (i) The first component of the Incentive Fee (the “Income-Based Fee”) will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the Class S Sharesimmediately preceding fiscal quarter for which such fees are being calculated and shall be payable promptly following the filing of the Corporation’s financial statements for such quarter. “Pre-Incentive Fee Net Investment Income” means interest income, Class D Shares dividend income and Class I Shares per annum payable monthlyany other income (including any other fees, before giving effect to any accruals such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that the Corporation receives from portfolio companies) accrued during the fiscal quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, shareholder servicing fees, expenses payable under the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee Corporation’s administration agreement (the “OP Management Administration Agreement”), any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee”) equal to 1.25% per annum). Pre-Incentive Fee Net Investment Income includes, payable monthlyin the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash; provided, however, that the portion of the net asset value of the Operating Partnership units (“OP Units”) Incentive Fee attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser deferred interest features shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at only if and to the Adviser’s electionextent received in cash, and any accrual thereof shall be reversed if and to the extent such interest is reversed in cash connection with any write off or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion similar treatment of the Management Fee investment giving rise to any deferred interest accrual, applied in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available each case in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any order such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of terminationinterest was accrued. Such pro ration subsequent payments in respect of previously accrued income shall take into account not reduce the number of days of amounts payable for any partial calendar month quarter pursuant to clause (ii) below. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or calendar year for which this Agreement was in effectunrealized capital appreciation or depreciation.

Compensation of the Adviser. a. The Trust Adviser, for its services to the Company, will pay the Adviser be entitled to receive a management fee (the “Trust Base Management Fee”) equal and an incentive fee (“Incentive Fee”) from the Company. (a) The Base Management Fee will be calculated based on the Company’s gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, at an annual rate of 1.25%. The Base Management Fee is payable quarterly in arrears on a calendar quarter basis. The Base Management Fee will be calculated based on the average value of the Company’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to 1.25the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter will be appropriately pro-rated. (b) The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on the Company’s income (such fee referred to herein as the “ Income-Based Fee”) and a portion is based on the Company’s capital gains (such fee referred to herein as the “Capital Gains Fee “), each as described below: (i) The Income-Based Fee will be determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of the Company’s first eleven calendar quarters that commences on or after January 1, 2021) (in either case, the “Trailing Twelve Quarters”) exceeds (y) the Hurdle Amount (as defined below) in respect of the Trailing Twelve Quarters. The Hurdle Amount will be determined on a quarterly basis, and will be calculated by multiplying 2.0% (8% annualized) by the aggregate of the Company’s net asset value for at the Class S Sharesbeginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. For this purpose, Class D Shares “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and Class I Shares per annum payable monthlyany other income (including, before giving effect to without limitation, any accruals for accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, shareholder servicing feesadministration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Income-Based Fee and the OP Management Capital Gains Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder). For the avoidance of doubt, the DST Management Pre-Incentive Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares Net Investment Income does not include any realized capital gains, realized capital losses or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash unrealized capital appreciation or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Unitsdepreciation. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion calculation of the Management Income-Based Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement each quarter is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.as follows:

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributionshereinafter set forth. The Trust Parties will pay Company shall make any payments due hereunder to the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal or to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no designee as the Adviser may otherwise direct. (a) The Base Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, calculated at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts an annual rate of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion 1.00% of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits value of the TrustCompany’s share repurchase plan average gross assets including cash and any temporary investments in cash-equivalents, including, U.S. government securities and other high-quality investment grade debt investments that mature in 12 months or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through less from the date of terminationinvestment. Such pro ration The Base Management Fee shall take into account be payable quarterly in arrears. The Base Management Fee shall be appropriately adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any issuances or repurchases during such fiscal quarter and the Base Management Fees for any partial calendar month or quarter shall be appropriately pro-rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the preceding calendar year quarter. “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees (other than fees for which this Agreement was in effectproviding managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee).

Compensation of the Adviser. a. The Trust Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 1.25% of the Company’s gross assets, as presented in the Company’s consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America, less cash and cash equivalents. For services rendered under this Agreement, the Base Management Fee will be payable quarterly in arrears. The Base Management Fee will be calculated based on the average value of the Company’s gross assets, which equals the Company’s total assets, on the Consolidated Statement of Assets and Liabilities, less cash and cash equivalents at the end of each of the two most recently completed calendar quarters, and appropriately adjusted on a pro rata basis for any equity capital raised or repurchased during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding calendar quarter. For this purpose, Pre-Incentive Fee Net Investment Income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the administration agreement with the Administrator, and any interest expense and distributions paid on any issued and outstanding preferred membership units, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 2% per quarter (8% annualized), subject to a “catch-up” provision measured as of the end of each calendar quarter. The Company’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 1.25% Base Management Fee. The Company will keep track of the transferred value of each of its assets acquired on May 19, 2011 and for purposes of the incentive fee calculation, adjust Pre-Incentive Fee Net Investment Income to eliminate the effect of additional amortization of purchase discount or original issue discount taken into account in each period as a result of the lower original purchase price of assets acquired on May 19, 2011 as to the transferred value of that date. The Company will pay the Adviser a management fee an Incentive Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s PreIncentive Fee Net Investment Income does not exceed the hurdle rate of 2% (the “Trust Management preferred return” or “hurdle”); (2) 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to 2.5% in any calendar quarter (10% annualized); this portion of the Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than or equal to 2.5%) is referred to herein as the “catch-up.” The “catch-up” is meant to provide the Adviser with an incentive fee of 20% on all of the Company’s PreIncentive Fee Net Investment Income as if a hurdle rate did not apply when the Company’s Pre-Incentive Fee Net Investment Income exceeds 2.5% in any calendar quarter; and (3) 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% in any calendar quarter (10% annualized) payable to the Adviser once the hurdle is reached and the catch-up is achieved, (20% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Adviser). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any equity capital raises or repurchases during the relevant calendar quarter. (ii) The second part of the Incentive Fee (the “Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2011, and will equal to 1.2520% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net asset value of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain Incentive Fees; provided that the Incentive Fee determined as of December 31, 2011 will be calculated for the Class S Shares, Class D Shares a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement unrealized capital depreciation from inception. The Company will keep track of the Operating Partnershiptransferred value of each of its assets acquired on May 19, 2011 and for purposes of the second part of the incentive fee calculation, adjust realized capital gains, realized capital losses, unrealized capital appreciation and unrealized capital depreciation to eliminate the effect of the difference in cost basis and calculate these amounts “as amended from time to timeif” the GAAP built-in gain for each asset was zero on May 19, 2011. (iii) or any distributions. The Operating Partnership will pay last day of each calendar quarter in which the Adviser a management fee (the “OP Management Fee”) equal is entitled to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management an Incentive Fee shall be paid on Class E Shares or Class E OP Unitsreferred to herein as an “Incentive Fee Date. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.”

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of and an incentive fee (the aggregate DST Property Consideration for all DST Properties subject to a master lease“Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at or to the Adviser’s sole discretion and no designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt, a deferred compensation plan pursuant to which the Adviser may elect to defer all or a portion of its fees hereunder for a specified period of time. (a) The Management Fee shall be calculated at an annual rate of 1.5% of the Company’s gross assets. For services rendered under this Agreement, the Management Fee will be payable quarterly in arrears. The Management Fee will be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter.1 Management Fees for any partial month or quarter will be appropriately prorated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means dividends (including reinvested dividends), interest and fee income accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on Class E Shares any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or Class E OP Units. b. unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.5% per quarter (6% annualized). The Trust Company’s net investment income used to calculate 1 For each of the first two calendar quarters of the Company’s operations, the Management Fee and shall be calculated based on the DST Management Fee may be paid, Company’s gross assets at the Adviser’s electionend of such calendar quarter, and appropriately adjusted for any share issuances or repurchases during such calendar quarter. this part of the Incentive Fee is also included in cash or cash equivalent aggregate NAV amounts the amount of Class E Shares or Class E OP Unitsits gross assets used to calculate the 1.5% Management Fee. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If Company will pay the Adviser elects an Incentive Fee with respect to receive the Company’s pre-Incentive Fee net investment income in each calendar quarter as follows: • With the exception of the Capital Gains Fee (as defined and discussed in greater detail below), no Incentive Fee is payable to the Adviser in any calendar quarter in which the Company’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.5% for such quarter. • Following any initial public offering (“IPO”) of the Company’s common stock that may occur, 100% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate is payable to the Adviser until the Adviser has received 17.5% of the total pre-Incentive Fee net investment income for that fiscal quarter. The Company refers to this portion of the Management Company’s Pre-Incentive Fee in Class E Shares Net Investment Income as the “catch-up.” Prior to any IPO of the Company’s common stock that may occur, 100% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate is payable to the Adviser until the Adviser has received 15% of the total pre-Incentive Fee net investment income for that fiscal quarter. • Following any IPO of the Company’s common stock that may occur, once the hurdle is reached and the catch-up is achieved, 17.5% of all remaining pre-Incentive Fee net investment income for that fiscal quarter is payable to the Adviser. Prior to any IPO of the Company’s common stock that may occur, once the hurdle is reached and the catch-up is achieved, 15% of all remaining pre-Incentive Fee net investment income for that fiscal quarter is payable to the Adviser. • These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or Class E OP Unitsrepurchases during the relevant quarter. (ii) Following any IPO of the Company’s common stock that may occur, the Adviser second part of the Incentive Fee (the “Capital Gains Fee”) will be determined and payable in arrears as of the end of each fiscal year of the Company (or any subsequent transferee thereof may elect to have upon termination of this Agreement as set forth below), and will equal the Trust or Weighted Percentage (as defined below) of the Operating Partnership repurchase such Class E Shares or Class E OP Units Company’s realized capital gains, if any, on a cumulative basis from the Adviser or inception of the Company to the end of such transferee at fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a later date at cumulative basis, minus the price available in aggregate amount of any previously paid capital gain incentive fees for prior periods. The Weighted Percentage is intended to ensure that, for each fiscal year following an IPO of the TrustCompany’s share repurchase plan or otherwise at common stock, the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by portion of the Adviser Company’s realized capital gains that accrued prior to an IPO will not be subject to an incentive fee rate of 15% and the repurchase limits portion of the TrustCompany’s share repurchase plan or any reduction or penalty for realized capital gains that accrued following an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units IPO will be repurchased for the Class E Shares with subject to an equivalent aggregate NAV. The Adviser will have the option incentive fee rate of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement 17.5%, and is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.determined as follows:

Compensation of the Adviser. a. The Trust Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 1.00% of the Company’s gross assets. For services rendered under this Agreement, the Base Management Fee will be payable quarterly in arrears. For the first calendar quarter of the Company’s operations, the Base Management Fee will be calculated based on the initial value of the Company’s gross assets. Subsequently, the Base Management Fee will be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and fees for providing significant managerial assistance or other fees that the Company receives from portfolio companies) accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized). The Company’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 1.00% Base Management Fee. The Company will pay the Adviser an Incentive Fee with respect to the Company’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.75%; (2) 50% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.9167% in any calendar quarter (11.67% annualized); this portion of the pre-Incentive Fee net investment income (which exceeds the hurdle but is less than 2.9167%) is referred to herein as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 20% of the Company’s pre-Incentive Fee net investment income as if a management fee hurdle did not apply if this net investment income exceeds 2.9167% in any calendar quarter; and (3) 20% of the amount of the Company’s pre-Incentive Fee net investment income, if any, that exceeds 2.9167% in any calendar quarter (11.67% annualized) payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 20% of all pre-Incentive Fee investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing with December 31, 2011, and will equal to 1.2520.0% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net asset value for of all realized capital losses and net unrealized capital depreciation on a cumulative basis, less the Class S Sharesaggregate amount of any previously paid capital gain Incentive Fees, Class D Shares and Class I Shares per annum payable monthly, before giving effect with respect to any accruals for each of the Management Fee, shareholder servicing fees, the Performance Allocation (as defined investments in the Limited Partnership Agreement Company’s portfolio; provided that the Incentive Fee determined as of the Operating PartnershipDecember 31, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units 2011 will be repurchased calculated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option a period of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled shorter than twelve calendar months to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from inception. In the number event that this Agreement shall terminate as of days of any partial calendar month or a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for which this Agreement was in effectpurposes of calculating and paying a Capital Gains Fee. Alternative 1: Assumptions Alternative 2: Assumptions Assumptions Assumptions Assumptions

Compensation of the Adviser. a. The Trust Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 2.00% of the Company’s gross assets. For services rendered during the period commencing from the closing of the Company’s offering of its common stock, pursuant to the Offering Memorandum, through and including the first six months of operations, the Base Management Fee will be payable monthly in arrears. For services rendered after such time, the Base Management Fee will be payable quarterly in arrears. For the first quarter of the Company’s operations, the Base Management Fee will be calculated based on the initial value of the Company’s gross assets. Subsequently, the Base Management Fee will be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and fees for providing significant managerial assistance or other fees that the Company receives from portfolio companies) accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized). The Company’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 2.00% base management fee. The Company will pay the Adviser an Incentive Fee with respect to the Company’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.75%; (2) 100% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); we refer to this portion of our pre-Incentive Fee net investment income (which exceeds the hurdle but is less than 2.1875%) as the “catch-up.” The “catch-up” is meant to provide our investment adviser with 20% of our pre-Incentive Fee net investment income as if a management fee hurdle did not apply if this net investment income exceeds 2.1875% in any calendar quarter; and (3) 20% of the amount of the Company’s pre-Incentive Fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized) payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 20% of all pre-Incentive Fee investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2007, and will equal to 1.2520.0% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net asset value for of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the Class S Sharesamount of any previously paid capital gain Incentive Fees, Class D Shares and Class I Shares per annum payable monthly, before giving effect with respect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement each of the Operating Partnershipinvestments in our portfolio; provided that the Incentive Fee determined as of December 31, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units 2007 will be repurchased calculated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option a period of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled shorter than twelve calendar months to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from inception. In the number event that this Agreement shall terminate as of days of any partial calendar month or a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for which this Agreement was in effectpurposes of calculating and paying a Capital Gains Fee. Investment income (including interest, dividends, fees, etc.) = 1.25% Hurdle rate (1) = 1.75% Management fee (2) = 0.50% Other expenses (legal, accounting, custodian, transfer agent, etc.) (3) = 0.20% Pre-Incentive Fee net investment income (investment income – (management fee + other expenses)) = 0.55% Pre-incentive net investment income does not exceed hurdle rate, therefore there is no Incentive Fee.

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Adviser may agree to temporarily or permanently waive, in whole or in part, the Base Management Fee and/or the Incentive Fee. (a) The Base Management Fee shall be calculated at an annual rate of 2.00% of the Corporation’s gross assets. The Base Management Fee will be payable monthly in arrears, and will be calculated based on the value of the Corporation’s gross assets at the end of the most recently completed calendar quarter, appropriately adjusted for any equity capital raises or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. For the period commencing with the initial public offering of common stock of the Corporation (the “IPO”), through and including December 31, 2007, the Base Management Fee will be payable monthly in arrears, and will be calculated based on the initial value of the Corporation’s assets upon the closing of the IPO. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 2.00% per quarter (8.00% annualized), subject to a “catch-up” provision measured as of the end of each calendar quarter. The Corporation’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 2.00% Base Management Fee. The Corporation will pay the Adviser an Incentive Fee with respect to the Corporation’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Corporation’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 2.00%; (2) 100% of the Corporation’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 2.50% in any calendar quarter (10.0% annualized); we refer to this portion of our pre-Incentive Fee net investment income (which exceeds the hurdle but is less than or equal to 2.50%) as the “catch-up.” For the absence of doubt, this “catch-up” is meant to provide the Adviser with 20% of the pre-Incentive Fee net investment income as if a management fee hurdle did not apply if this net investment income exceeds 2.50% in any calendar quarter; and (3) 20% of the amount of the Corporation’s pre-Incentive Fee net investment income, if any, that exceeds 2.50% in any calendar quarter (10.0% annualized) payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 20% of all pre-Incentive Fee investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2007, and will equal to 1.2520.0% of the Corporation’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net asset value for of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the Class S Sharesaggregate amount of any previously paid capital gain Incentive Fees, Class D Shares and Class I Shares per annum payable monthly, before giving effect with respect to any accruals for each of the Management Fee, shareholder servicing fees, the Performance Allocation (as defined investments in the Limited Partnership Agreement Corporation’s portfolio; provided that the Incentive Fee determined as of the Operating PartnershipDecember 31, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units 2007 will be repurchased calculated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option a period of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled shorter than twelve calendar months to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from inception. In the number event that this Agreement shall terminate as of days of any partial calendar month or a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for which this Agreement was in effectpurposes of calculating and paying a Capital Gains Fee.

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Adviser may agree to temporarily or permanently waive, in whole or in part, the Base Management Fee and/or the Incentive Fee. (a) The Base Management Fee shall be calculated at an annual rate of 2.00% of the Corporation’s gross assets. The Base Management Fee will be payable monthly in arrears, and will be calculated based on the value of the Corporation’s gross assets at the end of the most recently completed calendar quarter, appropriately adjusted for any equity capital raises or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. For the period commencing with the initial public offering of common stock of the Corporation (the “IPO”), through and including December 31, 2007, the Base Management Fee will be payable monthly in arrears, and will be calculated based on the initial value of the Corporation’s assets upon the closing of the IPO. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized), subject to a “catch-up” provision measured as of the end of each calendar quarter. The Corporation’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 2.00% Base Management Fee. The Corporation will pay the Adviser an Incentive Fee with respect to the Corporation’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Corporation’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.75%; (2) 100% of the Corporation’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 2.1875% in any calendar quarter (8.75% annualized); we refer to this portion of our pre-Incentive Fee net investment income (which exceeds the hurdle but is less than or equal to 2.1875%) as the “catch-up.” For the absence of doubt, this “catch-up” is meant to provide the Adviser with 20% of the pre-Incentive Fee net investment income as if a management fee hurdle did not apply if this net investment income exceeds 2.1875% in any calendar quarter; and (3) 20% of the amount of the Corporation’s pre-Incentive Fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized) payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 20% of all pre-Incentive Fee investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2007, and will equal 20.0% of the Corporation’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain Incentive Fees, with respect to each of the investments in the Corporation’s portfolio; provided that the Incentive Fee determined as of December 31, 2007 will be calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from inception. In the event that this Agreement shall terminate as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee. Investment income (including interest, dividends, fees, etc.) = 1.25% of net asset value for the Class S SharesHurdle rate (1) = 1.75% Management fee (2) = 0.50% Other expenses (legal, Class D Shares and Class I Shares per annum payable monthlyaccounting, before giving effect to any accruals for the Management custodian, transfer agent, etc.) (3) = 0.20% Pre-Incentive Fee Net Investment Income (investment income – (management fee + other expenses)) = 0.55% Pre-Incentive Fee Net Investment Income does not exceed hurdle rate, therefore there is no Incentive Fee. Investment income (including interest, shareholder servicing dividends, fees, the Performance Allocation etc.) = 2.70% Hurdle rate (as defined in the Limited Partnership Agreement of the Operating Partnership1) = 1.75% Management fee (2) = 0.50% Other expenses (legal, as amended from time to timeaccounting, custodian, transfer agent, etc.) or any distributions. The Operating Partnership will pay the Adviser a (3) = 0.20% Pre-Incentive Fee Net Investment Income (investment income – (management fee (+ other expenses)) = 2.00% Incentive Fee = 20% ×Pre-Incentive Fee Net Investment Income, subject to the “OP Management Fee”catch-up” (4) equal to 1.25= (2.00% per annum– 1.75%) = 0.25% = 100% x 0.25% = 0.25% Pre-Incentive Fee Net Investment Income exceeds the hurdle rate, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (but does not fully satisfy the “DST Management Feecatch-up” andprovision, together with therefore the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any income related portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAVincentive fee is 0.25%. Class E Shares and Class E OP Units Investment income (including those subsequently exchanged for Sharesinterest, dividends, fees, etc.) obtained by the Adviser will not be = 3.00% Hurdle rate (1) = 1.75% Management fee (2) = 0.50% Other expenses (legal, accounting, custodian, transfer agent, etc.) (3) = 0.20% Pre-Incentive Fee Net Investment Income (investment income – (management fee + other expenses)) = 2.30% Incentive Fee = 20% × Pre-Incentive Fee Net Investment Income, subject to “catch-up” (4) Incentive Fee = 100% × “catch-up” + (20% × (Pre-Incentive Fee Net Investment Income – 2.1875%)) Catch-up = 2.1875% – 1.75% = 0.4375% Incentive Fee = (100% × 0.4375%) + (20% × (2.3% – 2.1875%)) = 0.4375% + (20% × 0.1125%) = 0.4375% + 0.0225% = 0.46% Pre-Incentive Fee Net Investment Income exceeds the repurchase limits hurdle rate, and fully satisfies the “catch-up” provision, therefore the income related portion of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. incentive fee is 0.46%. (1) Represents 7.0% annualized hurdle rate. (2) Represents 2.0% annualized base management fee. (3) Excludes organizational and offering expenses. (4) The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares “catch-up” provision is intended to provide our investment adviser with an equivalent aggregate NAV. The Adviser will have the option Incentive Fee of exchanging Class E Shares for an equivalent aggregate NAV amount 20% on all of other Share classesour pre-Incentive Fee net investment income as if a hurdle rate did not apply when our net investment income exceeds 2.1875% in any calendar quarter. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust will pay Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to 1.25the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or adopt a deferred compensation plan pursuant to which it may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 1.375% of net asset value for the Class S Shares, Class D Shares Corporation’s average adjusted gross assets (excluding cash and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing feescash equivalents and including assets purchased with borrowed funds). For services rendered under this Agreement, the Performance Allocation (as defined Base Management Fee will be payable quarterly in arrears. The Base Management Fee will be calculated based on the Limited Partnership Agreement average value of the Operating PartnershipCorporation’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro-rated. For purposes of this Agreement, cash equivalents means U.S. government securities and commercial paper maturing within 270 days of issuance. (b) The Incentive Fee shall be calculated and paid as set forth on Schedule A hereto, as it may be amended from time to time) or ; provided that, no incentive fee shall be paid at any distributions. The Operating Partnership will pay time where, after such payment, the Adviser a management fee (cumulative incentives fees paid to date would exceed 20% of the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the cumulative pre-incentive net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (income,” as defined in Schedule A, since the Limited Partnership Agreement of the Operating Partnership, Corporation’s election to be treated as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Unitsbusiness development company. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master leasehereinafter set forth. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubtmay agree to temporarily or permanently waive or defer, in whole or in part, the DST Base Management Fee may be waived at and/or the Incentive Fee. See Appendix A for examples of how these fees are calculated. Such examples are included for illustrative purposes only and are not considered part of this Agreement. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s sole discretion and no designee as the Adviser may otherwise direct. (a) The Base Management Fee shall be calculated at an annual rate of 1.50% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents. For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Company files with the SEC. The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the average value of the Company’s gross assets at the end of the most recently completed quarter. The Base Management Fee for any partial month or quarter shall be appropriately prorated and adjusted for any share issuances or repurchases during the relevant month or quarter. The determination of gross assets will reflect changes in the fair value of the Company’s portfolio investments. The fair value of derivatives and swaps held in the Company’s portfolio, if any, which will not necessarily equal the notional value of such derivatives and swaps, will be included in the calculation of gross assets. (b) The Incentive Fee shall consist of two parts, as follows: (i) The first part of the Incentive Fee (the “Incentive Fee on Income”) shall be calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including (i) any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, advisory, diligence and consulting fees or other fees that the Company receives from its portfolio companies, (ii) any gain realized on the extinguishment of the Company’s debt and (iii) any other income of any kind that the Company is required to distribute to its stockholders in order to maintain its status as a regulated investment company (“RIC”)) accrued during the quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on Class E Shares any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received and may never receive in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or Class E OP Units. b. The Trust Management unrealized capital appreciation or depreciation. Pre-Incentive Fee and Net Investment Income, expressed as a rate of return on the DST Management Fee may be paid, value of the Company’s net assets at the Adviser’s electionend of the immediately preceding quarter, in cash or cash equivalent aggregate NAV amounts shall be compared to a “hurdle rate” of Class E Shares or Class E OP Units1.75% per quarter (7.0% annualized), subject to a “catch-up” provision measured as of the end of each quarter. The OP Company’s net investment income used to calculate the Incentive Fee on Income is also included in the amount of the Company’s gross assets used to calculate the Base Management Fee. The operation of the Incentive Fee may be paidon Income with respect to the Company’s Pre-Incentive Fee Net Investment Income for each quarter is as follows: · No Incentive Fee on Income is payable to the Adviser in any quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.75%; · 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, at if any, that exceeds the hurdle rate but is less than or equal to 2.121% in any quarter (8.485% annualized) is payable to the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any This portion of the Management Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than or equal to 2.121% in Class E Shares or Class E OP Unitsany quarter) is referred to as the “catch-up.” The “catch-up” provision is intended to provide the Adviser with an Incentive Fee on Income of 17.5% on all of the Company’s Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when the Company’s Pre-Incentive Fee Net Investment Income exceeds 1.75% in any quarter; · 17.5% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.121% in any quarter (8.485% annualized) is payable to the Adviser (i.e., once the hurdle rate is reached and the catch-up is achieved, 17.5% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Adviser); · For purposes of computing the Incentive Fee on Income, the Adviser calculation methodology will look through derivatives or any subsequent transferee thereof may elect swaps as if the Company owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative or swap (which is defined as the difference between (i) the interest income and transaction fees received in respect of the reference assets of the derivative or swap and (ii) all interest and other expenses paid by the Company to have the Trust derivative or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available swap counterparty) will be included in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged calculation of Pre-Incentive Fee Net Investment Income for Shares) obtained by the Adviser will not be subject to the repurchase limits purposes of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classesIncentive Fee on Income. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Corporation may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be 1.50% per annum of the Corporation’s total assets (other than cash or cash equivalents but including assets purchased with borrowed funds). For services rendered during the period commencing from October 8, 2004 (the “Commencement Date”), through and including the end of the first calendar quarter of the Corporation’s operations, the Base Management Fee will be payable monthly in arrears. For services rendered after such time, the Base Management Fee will be payable quarterly in arrears. Until January 1, 2005, the Base Management Fee will be calculated based on the initial value of the Corporation’s total assets after giving effect to the purchase of the portfolio assets (the “Portfolio”) as contemplated by the Agreement Regarding Purchase of Loan Portfolio, dated as of September 16, 2004, by and between the Corporation and Royal Bank of Canada (other than cash or cash equivalents but including assets purchased with borrowed funds). Subsequently, the Base Management Fee will be calculated based on the average value of the Corporation’s total assets (other than cash or cash equivalents but including assets purchased with borrowed funds) at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee net investment income for the quarter. “Pre-Incentive Fee net investment income” means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, debt instruments with payment-in-kind interest, preferred stock with payment-in-kind dividends and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized and unrealized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation’s net assets (defined as total assets less indebtedness) at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 2.00% per quarter (8% annualized). The Corporation will pay the Adviser a management fee an Incentive Fee with respect to the Corporation’s pre-Incentive Fee net investment income in each calendar quarter as follows: (A) no Incentive Fee in any calendar quarter in which the Corporation’s pre-Incentive Fee net investment income does not exceed the hurdle rate; (B) 100% of the Corporation’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.50% in any calendar quarter (10% annualized); and (C) 20% of the amount of the Corporation’s pre-Incentive Fee net investment income, if any, that exceeds 2.50% in any calendar quarter (10% annualized). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing with the calendar year ending on December 31, 2004, and is calculated at the end of each applicable year by subtracting (1) the sum of the Corporation’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the Corporation’s cumulative aggregate realized capital gains, in each case calculated from the Commencement Date. If such amount is positive at the end of such year, then the Capital Gains Fee for such year is equal to 1.2520.0% of net asset value such amount, less the aggregate amount of Capital Gains Fees paid in all prior years. If such amount is negative, then there is no Capital Gains Fee for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing feessuch year. If this Agreement shall terminate as of a date that is not a calendar year end, the Performance Allocation termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee. For purposes of this Section 3(b)(ii): The cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (as defined a) the net sales price of each investment in the Limited Partnership Agreement Corporation’s portfolio when sold and (b) the accreted or amortized cost basis of such investment. The cumulative aggregate realized capital losses are calculated as the sum of the Operating Partnership, as amended from time to timeamounts by which (a) the net sales price of each investment in the Corporation’s portfolio when sold is less than (b) the accreted or any distributionsamortized cost basis of such investment. The Operating Partnership will pay aggregate unrealized capital depreciation is calculated as the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, sum of the net asset value differences, if negative, between (a) the valuation of each investment in the Corporation’s portfolio as of the Operating Partnership units applicable Capital Gains Fee calculation date and (“OP Units”b) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units the accreted or amortized cost basis of such investment. This amendment and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement restatement of the Operating Partnership, Original Agreement shall not be treated as amended from time to time) or any distributions. The Trust Parties will pay the Adviser such a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Unitstermination. b. The Trust Management (iii) Payment of any Incentive Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained earned by the Adviser will not shall be subject deferred (“Deferred Incentive Fees”) if, during the most recent four full calendar quarter period ending on or prior to the repurchase limits date such payment is to be made, the sum of (a) the Corporation’s aggregate distributions to its stockholders and (b) the change in the Corporation’s net assets (before taking into account any incentive fees payable during that period) is less than 8.0% of the TrustCorporation’s share repurchase plan or any reduction or penalty for an early repurchasenet assets at the beginning of such period. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units These calculations will be repurchased appropriately pro rated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through first three calendar quarters after the date of terminationthe Original Agreement and adjusted for any share issuances or repurchases during the relevant period. Such pro ration Any Deferred Incentive Fees shall take into account be carried over for payment in subsequent calculation periods by the number of days of any partial calendar month or calendar year for which Corporation, to the extent such payment could be otherwise be made under this Agreement was in effectAgreement.

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee ("Base Management Fee") and an incentive fee ("Incentive Fee") as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser's designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Corporation may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be 1.50% per annum of the Corporation's total assets (other than cash or cash equivalents but including assets purchased with borrowed funds). For services rendered during the period commencing from the date of the consummation of the offering pursuant to the Registration Statement, through and including the end of the first calendar quarter of the Corporation's operations, the Base Management Fee will be payable monthly in arrears. For services rendered after such time, the Base Management Fee will be payable quarterly in arrears. Until the Corporation has completed its first calendar quarter of operations, the Base Management Fee will be calculated based on the initial value of the Corporation's total assets after giving effect to the purchase of the portfolio assets (the "Portfolio") as contemplated by the Agreement Regarding Purchase of Loan Portfolio, dated as of September , 2004, by and between the Corporation and Royal Bank of Canada (other than cash or cash equivalents but including assets purchased with borrowed funds). Subsequently, the Base Management Fee will be calculated based on the average value of the Corporation's total assets (other than cash or cash equivalents but including assets purchased with borrowed funds) at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee net investment income for the quarter. "Pre-Incentive Fee net investment income" means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the calendar quarter, minus the Corporation's operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, debt instruments with payment-in-kind interest, preferred stock with payment-in-kind dividends and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee net investment income does not include any realized and unrealized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation's net assets (defined as total assets less indebtedness) at the end of the immediately preceding calendar quarter, will be compared to a "hurdle rate" of 2.00% per quarter (8% annualized). The Corporation will pay the Adviser a management fee an Incentive Fee with respect to the Corporation's pre-Incentive Fee net investment income in each calendar quarter as follows: (A) no Incentive Fee in any calendar quarter in which the Corporation's pre-Incentive Fee net investment income does not exceed the hurdle rate; (B) 100% of the Corporation's pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.50% in any calendar quarter (10% annualized); and (C) 20% of the amount of the Corporation's pre-Incentive Fee net investment income, if any, that exceeds 2.50% in any calendar quarter (10% annualized). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter. (ii) The second part of the Incentive Fee (the “Trust Management "Capital Gains Fee”") will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing with the calendar year ending on December 31, 2004, and will equal to 1.2520.0% of net asset value the Corporation's realized capital gains for the Class S Sharescalendar year, Class D Shares if any, computed net of all realized capital losses and Class I Shares per annum payable monthlyunrealized capital depreciation for such year; provided that the Incentive Fee determined as of December 31, before giving effect 2004 will be calculated for a period of shorter than twelve calendar months to take into account any accruals realized capital gains computed net of all realized capital losses and unrealized capital depreciation for the Management Feeperiod ending December 31, shareholder servicing fees2004. If this Agreement shall terminate as of a date that is not a calendar year end, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee termination date shall be paid on Class E Shares or Class E OP Unitstreated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee. b. The Trust Management (iii) Payment of any Incentive Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained earned by the Adviser will not shall be subject deferred ("Deferred Incentive Fees") if, during the most recent four full calendar quarter period ending on or prior to the repurchase limits date such payment is to be made, the sum of (a) the Corporation's aggregate distributions to its stockholders and (b) the change in the Corporation's net assets is less than 8.0% of the Trust’s share repurchase plan or any reduction or penalty for an early repurchaseCorporation's net assets at the beginning of such period. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units These calculations will be repurchased appropriately pro rated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through first three calendar quarters after the date of terminationthis agreement and adjusted for any share issuances or repurchases during the relevant period. Such pro ration Any Deferred Incentive Fees shall take into account be carried over for payment in subsequent calculation periods by the number of days of any partial calendar month or calendar year for which Corporation, to the extent such payment could be otherwise be made under this Agreement was in effectAgreement.

Compensation of the Adviser. a. (a) The Trust will pay Fund agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Fund shall make any payments due hereunder to 1.25the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Fund may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (b) The Base Management Fee shall be calculated at an annual rate of 1.15% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for Fund’s Managed Capital (as defined below) as of the Management Fee, shareholder servicing fees, last day of the Performance Allocation applicable quarter. For the period from the date of this Agreement through the one-year anniversary of the Initial Drawdown Date (as defined in the Limited Partnership Agreement LLC Agreement), the Base Management Fee shall be reduced by 50% (for the avoidance of doubt, this results in a Base Management Fee of 0.575% of the Operating PartnershipFund’s Managed Capital through the one-year anniversary of the Initial Drawdown Date). If the one-year anniversary of the Initial Drawdown Date occurs on a date other than the last day of a calendar quarter, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee shall be prorated for such calendar quarter and calculated based on the number of days in such period up to, and including, the one-year anniversary of the Initial Drawdown Date. For services rendered under this Agreement, the Base Management Fee will be payable quarterly in arrears. “Managed Capital” means the aggregate Contributed Capital from all the holders of the Units (the “OP Management FeeUnitholders”) equal (including any outstanding borrowings under any subscription line drawn in lieu of capital calls) less any return of capital distributions and less any cumulative realized losses since inception (calculated net of any subsequently reversed realized losses and net of any realized gains). “Contributed Capital” means, with respect to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, an investor servicing feesholding capital commitments, the Performance Allocation (as defined in the Limited Partnership Agreement aggregate amount of the Operating Partnership, as amended capital contributions from time such investor’s capital commitments that have been funded by such investor to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunderpurchase Units. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser Contributed Capital will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account distributions of the number Fund’s investment income (i.e., proceeds received in respect of days interest payments, dividends or fees, net of expenses) to the investors. Base Management Fees for any partial calendar month or calendar year for which this Agreement was in effectquarter will be appropriately prorated.

Compensation of the Adviser. a. The Trust Fund agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Fund shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Fund may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be 2.00% per annum of the Fund’s total assets (excluding cash and the value of any investment by the Fund not made in a portfolio company (“Non-Eligible Assets”), but including assets purchased with borrowed funds that are not Non-Eligible Assets). The Base Management Fee will be payable quarterly in arrears. The Base Management Fee will be calculated based on the value of the Fund’s total assets (excluding Non-Eligible Assets, but including assets purchased with borrowed funds that are not Non-Eligible Assets) at the end of the most recently completed fiscal quarter. Base Management Fees for any partial fiscal quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee net operating income for the fiscal quarter (the “Income Incentive Fee”). “Pre-Incentive Fee net operating income” means interest income, dividend income and any other income (including any other fees to the Fund such as directors’, commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued by the Fund during the fiscal quarter, minus the Fund’s operating expenses for the fiscal quarter (including the Base Management Fee and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee (whether paid or accrued)). Pre-Incentive Fee net operating income includes, in the case of investments with a deferred interest feature (such as market discount, debt instruments with payment-in-kind interest, preferred stock with payment-in-kind dividends and zero coupon securities), accrued income that has not yet been received in cash. Pre-Incentive Fee net operating income does not include any realized capital gains, realized and unrealized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net operating income, expressed as a rate of return on the value of the Fund’s net assets (defined as total assets less liabilities) at the end of the immediately preceding fiscal quarter, will be compared to a “hurdle rate” of 1.75% per fiscal quarter. The Fund will pay the Adviser a management fee (the “Trust Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together Income Incentive Fee with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject respect to the repurchase limits of the TrustFund’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, pre-Incentive Fee net operating income in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.each fiscal quarter as follows:

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or adopt a deferred compensation plan pursuant to which it may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) Effective as of January 1, 2018, the Base Management Fee shall be calculated at an annual rate of 1.5% of the Corporation’s “average adjusted gross assets,” which equals the Corporation’s gross assets (net of U.S. Treasury Bills, temporary draws under any credit facility, cash and cash equivalents, repurchase agreements or other balance sheet transactions undertaken at the end of a fiscal quarter for purposes of preserving investment flexibility for the next quarter and adjusted to exclude cash, cash equivalents and unfunded commitments, if any). The Base Management Fee will be payable quarterly in arrears and will be calculated based on the average adjusted gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately prorated. (b) Effective as of January 1, 2018, the Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the Corporation’s pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income, including any other fees (other than fees for providing managerial assistance), such as amendment, commitment, origination, prepayment penalties, structuring, diligence and consulting fees or other fees received from portfolio companies, accrued during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, any expenses payable under the Administration Agreement, and any interest expense and distribution paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Corporation has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a percentage of the value of the Corporation’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized). The Corporation will pay the Adviser a management fee an Incentive Fee with respect to the Corporation’s pre-Incentive Fee net investment income in each calendar quarter as follows; (1) no Incentive Fee in any calendar quarter in which the Corporation’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.75%; (2) 100% of the Corporation’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1212% in any calendar quarter (8.4848% annualized); and (3) 17.5% of the amount of the Corporation’s pre-Incentive Fee net investment income, if any, that exceeds 2.1212% in any calendar quarter. These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2018, and will equal to 1.2517.5% of the Corporation’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net asset value for of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to aggregate amount of any accruals for previously paid Capital Gains Fees. In the Management Fee, shareholder servicing feesevent that this Agreement shall terminate as of a date that is not a calendar year end, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee termination date shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at treated as though it were a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year end for which this Agreement was in effectpurposes of calculating and paying a Capital Gains Fee.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master leasehereinafter set forth. The Adviser may agree to temporarily or permanently waive or defer, in whole or in part, the Base Management Fee and/or the Incentive Fee. See Appendix A for examples of how these fees are calculated. The Company shall receive make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. Any portion of a deferred fee payable to the Adviser shall be deferred without interest and may be paid in any quarter prior to the termination of this Agreement as the Adviser may determine upon written notice to the Company. (a) As of the Effective Date, the Base Management Fees as compensation for services rendered hereunderFee shall be calculated at an annual rate of 1.50% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents; provided, however, that the Base Management Fee shall be calculated at an annual rate of 1.00% of the Company’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents that exceeds the product of (A) 200% and (B) the Company’s net asset value. For the avoidance of doubt, the DST Management Fee may 200% will be waived at calculated in accordance with the Adviser’s sole discretion Investment Company Act and no will give effect to exemptive relief the Company received with respect to debentures issued by a small business investment company subsidiary. For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Company files with the SEC. The Base Management Fee shall be paid payable quarterly in arrears, and shall be calculated based on Class E Shares the value of the Company’s gross assets at the end of each fiscal quarter, and appropriately adjusted for any equity capital raises or Class E OP Units. b. repurchases during such quarter. The Trust Base Management Fee and the DST Management Fee may for any partial month or quarter shall be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion appropriately prorated (upon termination of the Management Fee in Class E Shares or Class E OP UnitsAgreement, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits as of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAVtermination date). The Adviser will have hereby agrees to irrevocably waive (1) an aggregate of $6.0 million of Base Management Fees in the option two years following the closing of exchanging Class E Shares the Company’s acquisition of Oaktree Strategic Income Corporation at rate of $750,000 per quarter (with such amount appropriately prorated for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar quarter) and (2) an aggregate of $9.0 million of Base Management Fees as follows: $6.0 million at a rate of $1.5 million per quarter (with such amount appropriately prorated for any partial quarter) in the first year following closing of the Company’s acquisition of Oaktree Strategic Income II, Inc. and $3.0 million at a rate of $750,000 per quarter (with such amount appropriately prorated for which this Agreement was any partial quarter) in effect.the second year following closing of the Company’s acquisition of Oaktree Strategic Income II, Inc.

Compensation of the Adviser. a. The Trust Adviser, for its services to the Corporation, will pay the Adviser be entitled to receive a management fee (the “Trust Base Management Fee”) equal to 1.25and an incentive fee (“Incentive Fee”) from the Corporation. (a) The Base Management Fee will be calculated at an annual rate of 1.75% of net asset the Corporation’s gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents. The Base Management Fee is payable quarterly in arrears on a calendar quarter basis. For the period from the date of commencement of the Corporation’s operations (the “Commencement Date”) through the end of the first and second quarters of the Corporation’s operations, the Base Management Fee will be calculated based on the initial value of the Corporation’s gross assets. Subsequently, the Base Management Fee will be calculated based on the average value of the Corporation’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter will be appropriately pro-rated. (b) The Incentive Fee will consist of two parts, as follows: (i) The first component of the Incentive Fee (the “Income-Based Fee”) will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the Class S Sharesimmediately preceding calendar quarter for which such fees are being calculated and shall be payable promptly following the filing of the Corporation’s financial statements for such quarter. “Pre-Incentive Fee Net Investment Income” means interest income, Class D Shares dividend income and Class I Shares per annum payable monthlyany other income (including any other fees, before giving effect to any accruals such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that the Corporation receives from portfolio companies) accrued during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, shareholder servicing fees, expenses payable under the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee Corporation’s administration agreement (the “OP Management Administration Agreement”), any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee”) equal to 1.25% per annum). Pre-Incentive Fee Net Investment Income includes, payable monthlyin the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash; provided, however, that the portion of the net asset value of the Operating Partnership units (“OP Units”) Incentive Fee attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser deferred interest features shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at only if and to the Adviser’s electionextent received in cash, and any accrual thereof shall be reversed if and to the extent such interest is reversed in cash connection with any write off or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion similar treatment of the Management Fee investment giving rise to any deferred interest accrual, applied in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available each case in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any order such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of terminationinterest was accrued. Such pro ration subsequent payments in respect of previously accrued income shall take into account not reduce the number of days of amounts payable for any partial calendar month quarter pursuant to clause (ii) below. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or calendar year for which this Agreement was in effectunrealized capital appreciation or depreciation.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master leasehereinafter set forth. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubtmay agree to temporarily or permanently waive, in whole or in part, the DST Base Management Fee may be waived at and/or the Adviser’s sole discretion and no Incentive Fee. See Appendix A for examples of how these fees are calculated. (a) Effective as of January 1, 2016, the Base Management Fee shall be calculated at an annual rate of 1.75% of the Company’s gross assets, excluding any cash and cash equivalents. For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Company files with the SEC. The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the value of the Company’s gross assets at the end of each fiscal quarter, and appropriately adjusted for any equity capital raises or repurchases during such quarter. The Base Management Fee for any partial month or quarter shall be appropriately prorated. (b) The Incentive Fee shall consist of two parts, as follows: (i) The first part shall be calculated and payable quarterly in arrears based on the Company’s ‘‘Pre-Incentive Fee Net Investment Income’’ for the immediately preceding fiscal quarter. For this purpose, ‘‘Pre-Incentive Fee Net Investment Income’’ means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the fiscal quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on Class E Shares any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or Class E OP Units. b. The Trust Management unrealized capital appreciation or depreciation. Pre-Incentive Fee and Net Investment Income, expressed as a rate of return on the DST Management Fee may be paid, value of the Company’s net assets at the Adviser’s electionend of the immediately preceding fiscal quarter, in cash or cash equivalent aggregate NAV amounts shall be compared to a ‘‘hurdle rate’’ of Class E Shares or Class E OP Units2% per quarter (8% annualized), subject to a ‘‘catch-up’’ provision measured as of the end of each fiscal quarter. The OP Management Company’s net investment income used to calculate this part of the incentive fee is also included in the amount of the Company’s gross assets used to calculate the 1.75% base management fee. The operation of the incentive fee with respect to the Company’s Pre-Incentive Fee may be paidNet Investment Income for each quarter is as follows: · No incentive fee is payable to the Adviser in any fiscal quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 2% (the ‘‘preferred return’’ or ‘‘hurdle’’). · 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, at if any, that exceeds the hurdle rate but is less than or equal to 2.5% in any fiscal quarter (10% annualized) is payable to the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects The Company refers to receive any this portion of the Management Company’s Pre-Incentive Fee in Class E Shares Net Investment Income (which exceeds the hurdle rate but is less than or Class E OP Units, equal to 2.5%) as the ‘‘catch-up.’’ The ‘‘catch-up’’ provision is intended to provide the Adviser or with an incentive fee of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when the Company’s Pre-Incentive Fee Net Investment Income exceeds 2.5% in any subsequent transferee thereof may elect fiscal quarter; and · 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% in any fiscal quarter (10% annualized) is payable to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at once the price available in hurdle is reached and the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units catch-up is achieved, (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject 20% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the repurchase limits Adviser). (ii) The second part of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would incentive fee shall be prohibited by applicable law or the Limited Partnership Agreement determined and payable in arrears as of the Operating Partnershipend of each fiscal year (or upon termination of the investment advisory agreement, in which case such OP Units will be repurchased for as of the Class E Shares with an equivalent termination date), and shall equal 20% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classesany previously paid capital gain incentive fees. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust Fund agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Fund shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Fund may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 1.25% of the Fund’s gross assets, which for purposes of this Agreement shall be equal to the Fund’s total assets as reflected on its balance sheet. For services rendered under this Agreement, the Base Management Fee will be payable monthly in arrears. The Base Management fee will be calculated based on the average daily value of the Fund’s gross assets during such period. (b) The Incentive Fee shall be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued by the Fund during the calendar quarter, minus the Fund’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, subject to a “hurdle rate,” expressed as a rate of return on the Fund’s adjusted capital, equal to 1.50% per quarter (6.0% annualized). The Fund’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 1.25% base management fee. "Adjusted capital" means the cumulative gross proceeds received by the Fund from the sale of the Fund's shares (including pursuant to the Fund's distribution reinvestment plan), reduced by amounts paid in connection with purchases of the Fund's shares pursuant to the Fund's share repurchase program. The Fund will pay the Adviser a management fee (the “Trust Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together an Incentive Fee with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject respect to the repurchase limits of the TrustFund’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, pre-Incentive Fee net investment income in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial each calendar month or calendar year for which this Agreement was in effect.quarter as follows:

Compensation of the Adviser. a. The Trust Fund agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an income incentive fee (“Incentive Fee”), as hereinafter set forth. The Fund shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. (a) The Base Management Fee shall be calculated at an annual rate of 1.375% of the Fund’s average total assets as described below. For the first quarter of the Fund’s operations commencing with the initial closing of the Fund’s offering of its common stock to which the Registration Statement relates (the “Initial Closing”), the Base Management Fee will be calculated based on the average value of the Fund’s total assets as of the date of the Initial Closing and at the end of the calendar quarter during which the Initial Closing occurred, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Subsequently, the Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the average daily value of the Fund’s total assets during such period, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. At the Adviser’s option, the Base Management Fee for any period may be deferred, without interest thereon, and paid to the Adviser at any time subsequent to any such deferral as the Adviser determines. (b) The Incentive Fee shall be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives) accrued by the Fund during the calendar quarter, minus the Fund’s operating expenses for the quarter (including the Base Management Fee, expenses payable under this Agreement and the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediately preceding calendar quarter, will be compared to a preferred return of 1.75% per quarter (7% annualized). The Fund will pay the Adviser a management fee an Incentive Fee with respect to the Fund’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the “Trust Management Fee”Fund’s pre-Incentive Fee net investment income does not exceed the preferred return; (2) 100% of the Fund’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the preferred return but is less than or equal to 1.252.059% in any calendar quarter (8.235% annualized); and (3) 15% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement amount of the Operating PartnershipFund’s pre-Incentive Fee net investment income, as amended from time to time) or if any, that exceeds 2.059% in any distributionscalendar quarter (8.235% annualized). The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units These calculations will be repurchased appropriately prorated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option any period of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classesless than three months. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust (a) For the services to be rendered by the Adviser as provided in Section 1 of this Agreement, the Fund will pay to the Adviser a monthly management fee of 0333% (0.40% on an annualized basis) of the “Trust Management Fee”) equal to 1.25% of Fund’s month-end net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”). (b) equal to 1.25% per annumIn the event of termination of this Agreement, payable monthly, the Management Fee provided in this Section 3 shall be computed on the basis of the aggregate DST Property Consideration for all DST Properties period ending on the last business day on which this Agreement is in effect subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid pro rata adjustment based on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days elapsed in the current month as a percentage of the total number of days in such month. (c) In addition to the Management Fee, the Fund will bear the following expenses: i. all expenses related to its investment program, including, but not limited to, expenses borne indirectly through the Fund’s investments in the underlying private funds, registered funds, business development companies, and real estate investment trusts (the “Portfolio Funds”) (including management fees, performance or incentive fees and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in Portfolio Funds (whether or not consummated), and enforcing the Fund’s rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, fees for data and software providers, research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees; ii. any non-investment related interest expense; iii. taxes and any interest and penalties thereon, fees or government charges which may be assessed against the Fund and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Fund; iv. attorneys’ fees and disbursements associated with preparing and updating the Fund’s registration statement, and with reviewing potential investments to be made in Portfolio Funds; v. attorneys’ fees and disbursements associated with preparing and filing exemptive applications with the SEC, including in respect of certain co-investment transactions; vi. printing, communications, marketing and publicity; vii. developing, licensing, implementing, maintaining or upgrading any web portal, extranet tools, computer software or other administrative or reporting tools (including subscription-based services) for the benefit of the Fund or its shareholders (collectively, the “Shareholders” and each a “Shareholder”); viii. liquidation expenses of the Fund; ix. complying with any law or regulation related to the activities of the Fund; x. any costs or expenses in connection with the Fund’s admission to the Portfolio Funds (including the legal costs of completing subscription booklets and the Fund’s side letters, if any, with the Portfolio Funds); xi. fees and expenses incurred in connection with or otherwise relating to the preparation of form documentation in respect of transfers; xii. expenses and fees related to audits of the Fund’s books and records; xiii. fees and disbursements of any partial calendar month accountants engaged by the Fund and expenses related to the annual audit of the Fund and the preparation of the Fund’s tax information; xiv. costs of preparing, distributing and filing financial statements, as well as costs of all governmental returns, compliance expenses, including reports and filings of the Fund, including fees and costs of any third-party service providers and professionals engaged to assist in the preparation of such reports or calendar year filings or provide any other services related to the foregoing; xv. reasonable fees paid and out-of-pocket expenses reimbursed to the Fund’s administrator (the “Administrator”); xvi. recordkeeping, including expenses related to tax reporting including under the Foreign Account Tax Compliance Act, custody and transfer agency fees and expenses; xvii. the costs of errors and omissions/Trustees’ and officers’ liability insurance and a fidelity bond; xviii. the monthly distribution and servicing fee paid to the Fund’s distributor; xix. the costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to Shareholders; xx. fees of Trustees who are not “interested persons” and travel expenses of Trustees relating to meetings of the Board of Trustees and committees thereof; xxi. all expenses relating to distributions to the shareholders and other expenses associated with the acquisition, holding and disposition of the Fund’s investments, including extraordinary expenses; xxii. financing, commitment, origination and similar fees and expenses; xxiii. broker, dealer, finder, underwriting (including both commissions and discounts), loan administration and private placement fees, sales commissions, investment banking fees and fees for which this Agreement was similar services; xxiv. expenses attributable to brokerage, sale, custodial, depository, trustee, record keeping, account and similar services; xxv. expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, research, auditing, appraisal, advisory, valuation, legal and recording fees and expenses, administrative (including any fees and expenses of the Administrator or any custodian or other agent engaged by the Fund), custodial and registration services provided to the Fund and any expenses attributable to consulting services, including in effecteach case services with respect to the proposed purchase or sale of securities by the Fund that are not reimbursed by the issuer of such securities or others (whether or not any such purchase or sale is consummated); xxvi. filing, title, transfer, registration and other similar fees and expenses; xxvii. all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Adviser and any custodian or other agent engaged by the Fund; xxviii. costs associated with the Fund’s registration statement; xxix. any governmental inquiry, investigation or proceeding involving the Fund, including the amount of any judgments, settlements, or fines paid in connection therewith; xxx. fees and expenses of other custodians; and xxxi. any extraordinary expenses, including indemnification expenses as provided for in the Fund’s organizational documents.

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due under this Agreement to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Corporation may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 1.50% of the Corporation’s gross assets at the end of the two most recently completed calendar quarters. For the first quarter of our operations, the base management fee will be calculated based on the initial value of our gross assets. Subsequently, the base management fee will be calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. For services rendered during the period commencing from the date of the consummation of the offering pursuant to the Registration Statement, through and including the end of the first calendar quarter of the Corporation’s operations, the Base Management Fee will be payable monthly in arrears. For services rendered after such time, the Base Management Fee will be payable quarterly in arrears. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees and fees for providing significant managerial assistance or other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7% annualized). The Corporation will pay the Adviser an Incentive Fee with respect to the Corporation’s pre-Incentive Fee net investment income in each calendar quarter as follows; (1) no Incentive Fee in any calendar quarter in which the Corporation’s pre-Incentive Fee net investment income does not exceed the hurdle rate; (2) 100% of the Corporation’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and (3) 20% of the amount of the Corporation’s pre-Incentive Fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter. Pre-Incentive Fee net investment income includes, in the case of investments with a management fee deferred interest feature such as market discount, debt instruments with payment-in-kind interest, preferred stock with payment-in-kind dividends and zero coupon securities, accrued income that the Corporation has not yet received in cash. The Adviser is not under any obligation to reimburse the Corporation for any part of the Incentive Fee it received that was based on accrued income that the Corporation never actually received. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing with the calendar year ending on December 31, 2009, and is calculated at the end of each applicable year by subtracting (1) the sum of the Corporation’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the Corporation’s cumulative aggregate realized capital gains, in each case calculated from the beginning of each applicable year. If such amount is positive at the end of such year, then the Capital Gains Fee for such year is equal to 1.2520.0% of net asset value for the Class S Sharessuch amount, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of less the aggregate DST Property Consideration for amount of Capital Gains Fees paid in all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Unitsprior years. If such amount is negative, then there is no Capital Gains Fee for such year, provided that the Adviser elects to receive any portion Incentive Fee determined as of the Management Fee in Class E Shares or Class E OP UnitsDecember 31, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units 2009 will be repurchased calculated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option a period of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled shorter than twelve calendar months to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation for the number period ending December 31, 2009. In the event that this Agreement shall terminate as of days of any partial calendar month or a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee. For purposes of this Section 3(b)(ii): The cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in the Corporation’s portfolio when sold and (b) the accreted or amortized cost basis of such investment. The cumulative aggregate realized capital losses are calculated as the sum of the amounts by which this Agreement was (a) the net sales price of each investment in effectthe Corporation’s portfolio when sold is less than (b) the accreted or amortized cost basis of such investment. The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Corporation’s portfolio as of the applicable Capital Gains Fee calculation date and (b) the accreted or amortized cost basis of such investment.

Compensation of the Adviser. a. The Trust Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee ( Base Management Fee ) and an incentive fee ( Incentive Fee ) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser or to the Adviser s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 1.75% of the Company s gross assets, which for purposes of this Agreement shall be equal to the Company s total assets as reflected on its balance sheet. For services rendered under this Agreement, the Base Management Fee will be payable quarterly in arrears. The Base Management fee will be calculated based on the average value of the Company s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and fees for providing significant managerial assistance or other fees that the Company receives from portfolio companies) accrued by the Company during the calendar quarter, minus the Company s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Company s net assets at the end of the immediately preceding calendar quarter, will be compared to a hurdle rate of 2.0% per quarter (8.0% annualized). The Company s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 1.75% base management fee. The Company will pay the Adviser a management fee an Incentive Fee with respect to the Company s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the “Trust Management Fee”Company s pre-Incentive Fee net investment income does not exceed the hurdle rate of 2.0%; (2) equal to 1.25100% of the Company s pre-Incentive Fee net asset value for investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to hurdle rate but is less than 2.5% in any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation calendar quarter (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.2510% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any annualized); this portion of the Management pre-Incentive Fee net investment income (which exceeds the hurdle but is less than 2.5%) is referred to herein as the catch-up. The catchup is meant to provide the Adviser with 20% of the Company s pre-Incentive Fee net investment income as if a hurdle did not apply if this net investment income exceeds 2.5% in Class E Shares any calendar quarter; and (3) 20% of the amount of the Company s pre-Incentive Fee net investment income, if any, that exceeds 2.5% in any calendar quarter (10% annualized) payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 20% of all pre-Incentive Fee investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or Class E OP Unitsrepurchases during the relevant quarter. (ii) The second part of the Incentive Fee (the Capital Gains Fee ) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2021, and will equal 20.0% of the Company s realized capital gains, if any, on a cumulative basis with respect to each of the investments in the Company s portfolio from the fiscal quarter ending on or immediately prior to the date of this Agreement through the end of each calendar year beginning with the calendar year ending December 31, 2021, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from September 30, 2021 through the end of each calendar year beginning with the calendar year ending December 31, 2021, less the aggregate amount of any previously paid Capital Gain Fees under this Agreement. Any realized capital gains, realized capital losses and unrealized capital depreciation with respect to the Company s portfolio as of the end of the fiscal quarter ending on or immediately prior to the date of this Agreement shall be excluded from the calculations of the Capital Gains Fee. In the event that this Agreement shall terminate as of a date that is not a calendar year end, the Adviser or termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee. The Company will defer cash payment of the portion of any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or incentive fee otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained earned by the Adviser that would, when taken together with all other incentive fees paid to the Adviser during the most recent twelve (12) full calendar month period ending on or prior to the date such payment is to be made, exceed 20% of the sum of the Company s (a) pre-Incentive Fee net investment income during such period, (b) net unrealized appreciation or depreciation during such period and (c) net realized capital gains or losses during such period. Any deferred incentive fees will be carried over for payment in subsequent calculation periods to the extent such payment is payable under this Agreement. Investment income (including interest, dividends, fees, etc.) = 1.25% Hurdle rate (1) = 2.0% Management fee (2) = 0.50% Other expenses (legal, accounting, custodian, transfer agent, etc.) (3) = 0.20% Pre-Incentive Fee net investment income (investment income (management fee + other expenses)) = 0.55% Pre-incentive net investment income does not be exceed hurdle rate, therefore there is no Incentive Fee. Investment income (including interest, dividends, fees, etc.) = 2.9% Hurdle rate(1) = 2.0% Management fee(2) = 0.50% Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20% Pre-Incentive Fee net investment income (investment income (management fee + other expenses)) = 2.2% Incentive Fee = 100% pre-Incentive Fee net investment income, subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchasecatch-up (4) = 100% (2.2% 20%) = 2.0% Investment income (including interest, dividends, fees, etc.) = 3.50% Hurdle rate (1) = 2.0% Management fee (2) = 0.50% Other expenses (legal, accounting, custodian, transfer agent, etc.) (3) = 0.20% Pre-Incentive Fee net investment income (investment income (management fee + other expenses)) = 2.80% Incentive Fee = 20% pre-Incentive Fee net investment income, subject to catch-up (4) Incentive Fee = 100% catch-up + (20% (pre-Incentive Fee net investment income 2.5%)) Catch-up = 2.5% 2.0% = 0.5% Incentive Fee = (100% 0.5%) + (20% (2.8% 2.5%)) = 0.5% + (20% 0.3%) = 0. 5% + 0.06% = 0.56% (1) Represents 8.0% annualized hurdle rate. (2) Represents 2.00% annualized management fee. (3) Excludes organizational and offering expenses. (4) The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares catch-up provision is intended to provide our investment adviser with an equivalent aggregate NAV. The Adviser will have the option Incentive Fee of exchanging Class E Shares for an equivalent aggregate NAV amount 20% on all of other Share classesour pre-Incentive Fee net investment income as if a hurdle rate did not apply when our net investment income exceeds 2.5% in any calendar quarter. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee ("Base Management Fee") and an incentive fee ("Incentive Fee") as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser's designee as the Adviser may otherwise direct. (a) The Base Management Fee shall be calculated at an annual rate of 2.00% of the Corporation's gross assets, payable quarterly in arrears. For the first quarter of the Corporation's operations commencing with the effective date of the Information Statement, the Base Management Fee will be calculated based on the initial value of the Corporation's gross assets. Subsequently, the Base Management Fee will be calculated based on the average value of the Corporation's gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees and fees for providing significant managerial assistance or other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the calendar quarter, minus the Corporation's operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Corporation has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation's net assets at the end of the immediately preceding calendar quarter, will be compared to a "hurdle rate" of 1.75% per quarter (7% annualized). The Corporation will pay the Adviser a management fee an Incentive Fee with respect to the Corporation's pre-Incentive Fee net investment income in each calendar quarter as follows; (1) no Incentive Fee in any calendar quarter in which the Corporation's pre-Incentive Fee net investment income does not exceed the hurdle rate; (2) 100% of the Corporation's pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and (3) 20% of the amount of the Corporation's pre-Incentive Fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter. (ii) The second part of the Incentive Fee (the “Trust Management "Capital Gains Fee”") will be determined and be payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2006, and will equal to 1.2520.0% of net asset value the Corporation's realized capital gains for the Class S Sharescalendar year, Class D Shares if any, computed net of all realized capital losses and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived unrealized capital depreciation at the Adviser’s sole discretion and no Management end of such year; provided that the Incentive Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paiddetermined as of December 31, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units 2006 will be repurchased calculated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option a period of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled shorter than twelve calendar months to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account any net realized capital gains, if any, computed net of all realized capital losses and unrealized capital depreciation for the number period ending December 31, 2006. In the event that this Agreement shall terminate as of days of any partial calendar month or a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for which this Agreement was in effectpurposes of calculating and paying a Capital Gains Fee.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of and an incentive fee (the aggregate DST Property Consideration for all DST Properties subject to a master lease“Incentive Fee”) as hereinafter set forth. The Adviser shall receive may, in its sole discretion, elect or agree to temporarily or permanently waive, defer, reduce or modify, in whole or in part, the Management Fees as compensation for services rendered hereunderFee and/or the Incentive Fee. For The Company shall make any payments due hereunder to the avoidance of doubt, the DST Management Fee may be waived at Adviser or to the Adviser’s sole discretion and no designee as the Adviser may otherwise direct. See Annex A for examples of how these fees are calculated. a) The Management Fee shall will be paid on Class E Shares or Class E OP Units. b. calculated at an annual rate of 1.25% of the average value of the Company’s net assets at the end of the two most recently completed calendar months. The Trust Management Fee and the DST Management Fee may will be paid, at the Adviser’s election, payable monthly in cash arrears. All or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion part of the Management Fee not taken as to any month shall be deferred without interest and may be taken in Class E Shares or Class E OP Units, any such other quarter prior to the occurrence of a liquidity event (as such term is defined in the Registration Statement) as the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchaseshall determine. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration for any partial month shall take into account be prorated based on the number of days in the month. The determination of gross assets will reflect changes in the fair value of the Company’s portfolio investments. b) The Incentive Fee shall consist of two parts, as follows: The first part of the Incentive Fee (the “Incentive Fee on Income”) will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter. In the case of a liquidation of the Company or if this Agreement is terminated, the Incentive Fee on Income will also become payable as of the effective date of the event. For this purpose, Pre-Incentive Fee Net Investment Income means investment income and any other income accrued during the calendar quarter, minus operating expenses for the calendar quarter, including the Management Fee, expenses payable under this Agreement and the Administration Agreement, and any interest expense and dividends paid on issued and outstanding preferred stock, but excluding the Incentive Fee. Pre-Incentive Fee Net Investment Income does not include any expense support payments or any reimbursements by the Company of expense support payments, or any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.25% per calendar quarter (5.00% annualized). The Company’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the Management Fee. The Incentive Fee on Income for each calendar month will be calculated as follows: (1) No Incentive Fee on Income will be payable in any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed a quarterly return to investors of 1.25% per quarter (the “Quarterly Preferred Return”) . (2) All of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the Quarterly Preferred Return, but is less than or equal to 1.43% (the “Upper Level Breakpoint”), for that calendar quarter will be payable to the Adviser. This portion of the Incentive Fee on Income is referred to as the “catch-up.” It is intended to provide an incentive fee of 12.50% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Pre-Incentive Fee Net Investment Income reaches 1.43% for that calendar quarter, measured as of the end of the immediately preceding calendar quarter. The Quarterly Preferred Return of 1.25% and Upper Level Breakpoint of 1.43% are also adjusted for the actual number of days each calendar quarter. (3) For any quarter in which our Pre-Incentive Fee Net Investment Income exceeds 1.43%, the Incentive Fee on Income will equal 12.50% of the amount of our Pre-Incentive Fee Net Investment Income, because the Quarterly Preferred Return and catch up will have been achieved. ii) The second part of the Incentive Fee (the “Incentive Fee on Capital Gains”) will be determined and payable in arrears as of the end of each calendar year of the Company (or upon termination of this Agreement as set forth below), and will equal 12.50% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of such calendar year, net of all realized capital losses and unrealized capital depreciation on a cumulative basis, minus the aggregate amount of any partial calendar month or calendar year previously paid Incentive Fee on Capital Gains as calculated in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In no event will the Capital Gains Incentive Fee payable pursuant hereto be in excess of the amount permitted by the Advisers Act, including Section 205 thereof. Examples of the quarterly incentive fee calculation are attached hereto as Annex A. Such examples are included for which illustrative purposes only and are not considered part of this Agreement was in effectAgreement.

Compensation of the Adviser. a. The Trust Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 1.75% of the Company’s gross assets, which for purposes of this Agreement shall be equal to the Company’s total assets as reflected on its balance sheet. For services rendered under this Agreement, the Base Management Fee will be payable quarterly in arrears. The Base Management fee will be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and fees for providing significant managerial assistance or other fees that the Company receives from portfolio companies) accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 2.0% per quarter (8.0% annualized). The Company’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 1.75% base management fee. The Company will pay the Adviser an Incentive Fee with respect to the Company’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 2.0%; (2) 100% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5% in any calendar quarter (10% annualized); this portion of the pre-Incentive Fee net investment income (which exceeds the hurdle but is less than 2.5%) is referred to herein as the “catch-up.” The “catchup” is meant to provide the Adviser with 20% of the Company’s pre-Incentive Fee net investment income as if a management fee hurdle did not apply if this net investment income exceeds 2.5% in any calendar quarter; and (3) 20% of the amount of the Company’s pre-Incentive Fee net investment income, if any, that exceeds 2.5% in any calendar quarter (10% annualized) payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 20% of all pre-Incentive Fee investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2021, and will equal to 1.2520.0% of the Company’s realized capital gains, if any, on a cumulative basis with respect to each of the investments in the Company’s portfolio from the fiscal quarter ending on or immediately prior to the date of this Agreement through the end of each calendar year beginning with the calendar year ending December 31, 2021, computed net asset value for of all realized capital losses and unrealized capital depreciation on a cumulative basis from September 30, 2021 through the Class S Sharesend of each calendar year beginning with the calendar year ending December 31, Class D Shares 2021, less the aggregate amount of any previously paid Capital Gain Fees under this Agreement. Any realized capital gains, realized capital losses and Class I Shares per annum payable monthly, before giving effect unrealized capital depreciation with respect to any accruals for the Management Company’s portfolio as of the end of the fiscal quarter ending on or immediately prior to the date of this Agreement shall be excluded from the calculations of the Capital Gains Fee, shareholder servicing fees. In the event that this Agreement shall terminate as of a date that is not a calendar year end, the Performance Allocation (termination date shall be treated as defined in the Limited Partnership Agreement though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee. The Company will defer cash payment of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or incentive fee otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained earned by the Adviser will not be subject that would, when taken together with all other incentive fees paid to the repurchase limits Adviser during the most recent twelve (12) full calendar month period ending on or prior to the date such payment is to be made, exceed 20% of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement sum of the Operating PartnershipCompany’s (a) pre-Incentive Fee net investment income during such period, in which case (b) net unrealized appreciation or depreciation during such OP Units period and (c) net realized capital gains or losses during such period. Any deferred incentive fees will be repurchased carried over for payment in subsequent calculation periods to the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classesextent such payment is payable under this Agreement. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an income incentive fee (“Incentive Fee”), as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. (a) The Base Management Fee shall be calculated at an annual rate of 2.00% of the Corporation’s average total assets as described below. For the first quarter of the Corporation’s operations commencing with the initial closing of the Corporation’s offering of its common stock to which the Registration Statement relates (the “Initial Closing”), the Base Management Fee will be calculated based on the average value of the Corporation’s total assets as of the date of the Initial Closing and at the end of the calendar quarter during which the Initial Closing occurred, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Subsequently, the Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the average value of the Corporation’s total assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. At the Adviser’s option, the Base Management Fee for any period may be deferred, without interest thereon, and paid to the Adviser at any time subsequent to any such deferral as the Adviser determines. (b) The Incentive Fee shall be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Corporation receives) accrued by the Corporation during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the organization and offering expenses and the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Corporation has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation’s net assets at the end of the immediately preceding calendar quarter, will be compared to a preferred return of 1.5% per quarter (6% annualized). The Corporation will pay the Adviser a management fee an Incentive Fee with respect to the Corporation’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the “Trust Management Fee”Corporation’s pre-Incentive Fee net investment income does not exceed the preferred return; (2) equal to 1.25100% of the Corporation’s pre-Incentive Fee net asset value for investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the Class S Shares, Class D Shares preferred return but is less than 1.875% in any calendar quarter (7.5% annualized); and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement 3) 20% of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, amount of the Corporation’s pre-Incentive Fee net asset value of the Operating Partnership units investment income, if any, that exceeds 1.875% in any calendar quarter (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions7.5% annualized). The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units These calculations will be repurchased appropriately prorated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option any period of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classesless than three months. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or adopt a deferred compensation plan pursuant to which it may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) Effective as of February 5, 2019, the Base Management Fee shall be calculated at an annual rate of 1.50% of the Corporation’s “average adjusted gross assets,” which equals the Corporation’s gross assets (net of U.S. Treasury Bills, temporary draws under any credit facility, cash and cash equivalents, repurchase agreements or other balance sheet transactions undertaken at the end of a fiscal quarter for purposes of preserving investment flexibility for the next quarter and adjusted to exclude cash, cash equivalents and unfunded commitments, if any); provided, however, that the Base Management Fee shall be calculated at an annual rate of 1.00% of the average adjusted gross assets of the Corporation that exceeds 200% of the Corporation’s total net assets as of the end of the most recently completed calendar quarter. The Base Management Fee will be payable quarterly in arrears and will be calculated based on the average adjusted gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately prorated. (b) Effective as of January 1, 2018, the Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the Corporation’s pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income, including any other fees (other than fees for providing managerial assistance), such as amendment, commitment, origination, prepayment penalties, structuring, diligence and consulting fees or other fees received from portfolio companies, accrued during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, any expenses payable under the Administration Agreement, and any interest expense and distribution paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Corporation has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a percentage of the value of the Corporation’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized). The Corporation will pay the Adviser a management fee an Incentive Fee with respect to the Corporation’s pre-Incentive Fee net investment income in each calendar quarter as follows; (1) no Incentive Fee in any calendar quarter in which the Corporation’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.75%; (2) 100% of the Corporation’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1212% in any calendar quarter (8.4848% annualized); and (3) 17.5% of the amount of the Corporation’s pre-Incentive Fee net investment income, if any, that exceeds 2.1212% in any calendar quarter. These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2018, and will equal to 1.2517.5% of the Corporation’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net asset value for of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to aggregate amount of any accruals for previously paid Capital Gains Fees. In the Management Fee, shareholder servicing feesevent that this Agreement shall terminate as of a date that is not a calendar year end, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee termination date shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at treated as though it were a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year end for which this Agreement was in effectpurposes of calculating and paying a Capital Gains Fee.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of and an incentive fee (the aggregate DST Property Consideration for all DST Properties subject to a master lease“Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at or to the Adviser’s sole discretion and no designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt, a deferred compensation plan pursuant to which the Adviser may elect to defer all or a portion of its fees hereunder for a specified period of time. (a) The Management Fee shall be calculated at an annual rate of 1.5% of the Company’s gross assets. For services rendered under this Agreement, the Management Fee will be payable quarterly in arrears. The Management Fee will be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter.1 Management Fees for any partial month or quarter will be appropriately prorated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means dividends (including reinvested dividends), interest and fee income accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on Class E Shares any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or Class E OP Units. b. The Trust unrealized capital appreciation or depreciation. Pre- 1 For each of the first two calendar quarters of the Company’s operations, the Management Fee and shall be calculated based on the DST Management Fee may be paid, Company’s gross assets at the Adviserend of such calendar quarter, and appropriately adjusted for any share issuances or repurchases during such calendar quarter. Incentive Fee net investment income, expressed as a rate of return on the value of the Company’s electionnet assets at the end of the immediately preceding calendar quarter, in cash or cash equivalent aggregate NAV amounts will be compared to a “hurdle rate” of Class E Shares or Class E OP Units1.5% per quarter (6% annualized). The OP Company’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 1.5% Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP UnitsFee. If The Company will pay the Adviser elects an Incentive Fee with respect to receive the Company’s pre-Incentive Fee net investment income in each calendar quarter as follows: • With the exception of the Capital Gains Fee (as defined and discussed in greater detail below), no Incentive Fee is payable to the Adviser in any calendar quarter in which the Company’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.5% for such quarter. • Following any initial public offering (“IPO”) of the Company’s common stock that may occur, 100% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate is payable to the Adviser until the Adviser has received 17.5% of the total pre-Incentive Fee net investment income for that fiscal quarter. The Company refers to this portion of the Management Company’s Pre-Incentive Fee in Class E Shares Net Investment Income as the “catch-up.” Prior to any IPO of the Company’s common stock that may occur, 100% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate is payable to the Adviser until the Adviser has received 15% of the total pre-Incentive Fee net investment income for that fiscal quarter. • Following any IPO of the Company’s common stock that may occur, once the hurdle is reached and the catch-up is achieved, 17.5% of all remaining pre-Incentive Fee net investment income for that fiscal quarter is payable to the Adviser. Prior to any IPO of the Company’s common stock that may occur, once the hurdle is reached and the catch-up is achieved, 15% of all remaining pre-Incentive Fee net investment income for that fiscal quarter is payable to the Adviser. • These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or Class E OP Unitsrepurchases during the relevant quarter. (ii) Following any IPO of the Company’s common stock that may occur, the Adviser second part of the Incentive Fee (the “Capital Gains Fee”) will be determined and payable in arrears as of the end of each fiscal year of the Company (or any subsequent transferee thereof may elect to have upon termination of this Agreement as set forth below), and will equal the Trust or Weighted Percentage (as defined below) of the Operating Partnership repurchase such Class E Shares or Class E OP Units Company’s realized capital gains, if any, on a cumulative basis from the Adviser or inception of the Company to the end of such transferee at fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a later date at cumulative basis, minus the price available in aggregate amount of any previously paid capital gain incentive fees for prior periods. The Weighted Percentage is intended to ensure that, for each fiscal year following an IPO of the TrustCompany’s share repurchase plan or otherwise at common stock, the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by portion of the Adviser Company’s realized capital gains that accrued prior to an IPO will not be subject to an incentive fee rate of 15% and the repurchase limits portion of the TrustCompany’s share repurchase plan or any reduction or penalty for realized capital gains that accrued following an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units IPO will be repurchased for the Class E Shares with subject to an equivalent aggregate NAV. The Adviser will have the option incentive fee rate of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement 17.5%, and is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.determined as follows:

Compensation of the Adviser. a. The Trust Adviser, for its services to the Company, will pay the Adviser be entitled to receive a management fee (the “Trust Base Management Fee”) equal and an incentive fee (“Incentive Fee”) from the Company. (a) The Base Management Fee will be calculated based on the Company’s gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, at an annual rate of 1.25%. The Base Management Fee is payable quarterly in arrears on a calendar quarter basis. The Base Management Fee will be calculated based on the average value of the Company’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to 1.25the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter will be appropriately pro-rated. (b) The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on the Company’s income (such fee referred to herein as the ” Income-Based Fee”) and a portion is based on the Company’s capital gains (such fee referred to herein as the “Capital Gains Fee ”), each as described below: (i) The Income-Based Fee will be determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of the Company’s first eleven calendar quarters that commences on or after January 1, 2021) (in either case, the “Trailing Twelve Quarters”) exceeds (y) the Hurdle Amount (as defined below) in respect of the Trailing Twelve Quarters. The Hurdle Amount will be determined on a quarterly basis, and will be calculated by multiplying 2.0625% (8.25% annualized) by the aggregate of the Company’s net asset value for at the Class S Sharesbeginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. For this purpose, Class D Shares “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and Class I Shares per annum payable monthlyany other income (including, before giving effect to without limitation, any accruals for accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, shareholder servicing feesadministration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Income-Based Fee and the OP Management Capital Gains Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder). For the avoidance of doubt, the DST Management Pre-Incentive Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares Net Investment Income does not include any realized capital gains, realized capital losses or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash unrealized capital appreciation or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Unitsdepreciation. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion calculation of the Management Income-Based Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement each calendar quarter is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.as follows:

Compensation of the Adviser. a. The Trust Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 1.4% of the Company’s gross assets, as presented in the Company’s consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America, less cash and cash equivalents. For services rendered under this Agreement, the Base Management Fee will be payable quarterly in arrears. The Base Management Fee will be calculated based on the average value of the Company’s gross assets at the end of each of the two most recently completed calendar quarters, and appropriately adjusted on a pro rata basis for any equity capital raised or repurchased during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding calendar quarter. For this purpose, Pre-Incentive Fee Net Investment Income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the administration agreement with the Administrator, and any interest expense and distributions paid on any issued and outstanding preferred membership units, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 2% per quarter (8% annualized), subject to a “catch-up” provision measured as of the end of each calendar quarter. The Company’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 1.5% Base Management Fee. The Company will keep track of the transferred value of each of its assets acquired on May 19, 2011 and for purposes of the incentive fee calculation, adjust Pre-Incentive Fee Net Investment Income to eliminate the effect of additional amortization of purchase discount or original issue discount taken into account in each period as a result of the lower original purchase price of assets acquired on May 19, 2011 as to the transferred value of that date. The Company will pay the Adviser a management fee an Incentive Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 2% (the “Trust Management preferred return” or “hurdle”); (2) 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to 2.5% in any calendar quarter (10% annualized); this portion of the Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than or equal to 2.5%) is referred to herein as the “catch-up.” The “catch-up” is meant to provide the Adviser with an incentive fee of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when the Company’s Pre-Incentive Fee Net Investment Income exceeds 2.5% in any calendar quarter; and (3) 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% in any calendar quarter (10% annualized) payable to the Adviser once the hurdle is reached and the catch-up is achieved, (20% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Adviser). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any equity capital raises or repurchases during the relevant calendar quarter. (ii) The second part of the Incentive Fee (the “Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2011, and will equal to 1.2520% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net asset value of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain Incentive Fees; provided that the Incentive Fee determined as of December 31, 2011 will be calculated for the Class S Shares, Class D Shares a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement unrealized capital depreciation from inception. The Company will keep track of the Operating Partnershiptransferred value of each of its assets acquired on May 19, 2011 and for purposes of the second part of the incentive fee calculation, adjust realized capital gains, realized capital losses, unrealized capital appreciation and unrealized capital depreciation to eliminate the effect of the difference in cost basis and calculate these amounts “as amended from time to timeif” the GAAP built-in gain for each asset was zero on May 19, 2011. (iii) or any distributions. The Operating Partnership will pay last day of each calendar quarter in which the Adviser a management fee (the “OP Management Fee”) equal is entitled to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management an Incentive Fee shall be paid on Class E Shares or Class E OP Unitsreferred to herein as an “Incentive Fee Date. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.”

Compensation of the Adviser. a. The Trust (a) For the services to be rendered by the Adviser as provided in Section 1 of this Agreement, the Fund will pay to the Adviser a monthly management fee of 0.0291% (0.35% on an annualized basis) of the “Trust Management Fee”) equal to 1.25% of Fund’s month-end net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”). (b) equal to 1.25% per annumIn the event of termination of this Agreement, payable monthly, the Management Fee provided in this Section 3 shall be computed on the basis of the aggregate DST Property Consideration for all DST Properties period ending on the last business day on which this Agreement is in effect subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid pro rata adjustment based on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days elapsed in the current month as a percentage of the total number of days in such month. (c) In addition to the Management Fee, the Fund will bear the following expenses: i. all expenses related to its investment program, including, but not limited to, expenses borne indirectly through the Fund’s investments in the Fund’s investments in underlying private equity investment interests of any partial calendar month type (the “Investment Interests”), including any fees and expenses charged by TPG Inc., its affiliates, or calendar year any other private equity manager of the Investment Interests (including management fees, performance or incentive fees and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in Investment Interests (whether or not consummated), and enforcing the Fund’s rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, fees for data and software providers, research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees; ii. any non-investment related interest expense; iii. taxes and any interest and penalties thereon, fees or government charges which this Agreement was may be assessed against the Fund and all expenses incurred in effectconnection with any tax audit, investigation, settlement or review of the Fund; iv. attorneys’ fees and disbursements associated with preparing and updating the Fund’s registration statement, and with reviewing potential investments to be made in Investment Interests; v. attorneys’ fees and disbursements associated with preparing and filing an exemptive application with the SEC in respect of certain co-investment transactions; vi. printing, communications, marketing and publicity; vii. developing, licensing, implementing, maintaining or upgrading any web portal, extranet tools, computer software or other administrative or reporting tools (including subscription-based services) for the benefit of the Fund or its shareholders (collectively, the “Shareholders” and each a “Shareholder”); viii. liquidation expenses of the Fund; ix. complying with any law or regulation related to the activities of the Fund; x. any costs or expenses in connection with the Fund’s admission to the Investment Interests (including the legal costs of completing subscription booklets and the Fund’s side letters, if any, with the Investment Interests); xi. fees and expenses incurred in connection with or otherwise relating to the preparation of form documentation in respect of transfers; xii. expenses and fees related to audits of the Fund’s books and records; xiii. fees and disbursements of any accountants engaged by the Fund and expenses related to the annual audit of the Fund and the preparation of the Fund’s tax information; xiv. costs of preparing, distributing and filing financial statements, as well as costs of all governmental returns, compliance expenses, including reports and filings of the Fund, including fees and costs of any third-party service providers and professionals engaged to assist in the preparation of such reports or filings or provide any other services related to the foregoing; xv. fees paid and out-of-pocket expenses reimbursed to the Fund’s administrator (the “Administrator”); xvi. recordkeeping, including expenses related to tax reporting including under the Foreign Account Tax Compliance Act, custody and transfer agency fees and expenses; xvii. the costs of errors and omissions /Trustees’ and officers’ liability insurance and a fidelity bond; xviii. the monthly distribution and servicing fee paid to the Fund’s distributor; xix. the costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to Shareholders; xx. fees of Trustees who are not “interested persons” and travel expenses of Trustees relating to meetings of the Board of Trustees and committees thereof; xxi. all expenses relating to distributions to the Shareholders and other expenses associated with the acquisition, holding and disposition of the Fund’s investments, including extraordinary expenses; xxii. financing, commitment, origination and similar fees and expenses; xxiii. broker, dealer, finder, underwriting (including both commissions and discounts), loan administration and private placement fees, sales commissions, investment banking fees and fees for similar services; xxiv. expenses attributable to brokerage, sale, custodial, depository, trustee, record keeping, account and similar services; xxv. expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, research, auditing, appraisal, advisory, valuation, legal and recording fees and expenses, administrative (including any fees and expenses of the Administrator or custodian. related to the Fund), custodial and registration services provided to the Fund and any expenses attributable to consulting services, including in each case services with respect to the proposed purchase or sale of securities by the Fund that are not reimbursed by the issuer of such securities or others (whether or not any such purchase or sale is consummated); xxvi. filing, title, transfer, registration and other similar fees and expenses; xxvii. all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Adviser and any custodian or other agent engaged by the Fund; xxviii. costs associated with the Fund’s registration statement; xxix. any governmental inquiry, investigation or proceeding involving the Fund, including the amount of any judgments, settlements, or fines paid in connection therewith; xxx. fees and expenses of other custodians; and xxxi. any extraordinary expenses, including indemnification expenses as provided for in the Fund’s organizational documents.

Compensation of the Adviser. a. The Trust Fund agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Fund shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Fund may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 1.25% of the Fund’s gross assets, which for purposes of this Agreement shall be equal to the Fund’s total assets as reflected on its balance sheet. For services rendered under this Agreement, the Base Management Fee will be payable quarterly in arrears. The Base Management fee will be calculated based on the average value of the Fund’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. (b) The Incentive Fee shall be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued by the Fund during the calendar quarter, minus the Fund’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.50% per quarter (6.0% annualized). The Fund’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 1.25% base management fee. The Fund will pay the Adviser a management fee an Incentive Fee with respect to the Fund’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) No Incentive Fee in any calendar quarter in which the “Trust Management Fee”Fund’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.5%; (2) equal to 1.25100% of the Fund’s pre-Incentive Fee net asset value for investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to hurdle rate but is less than 1.7647% in any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any calendar quarter; this portion of the pre-Incentive Fee net investment income (which exceeds the hurdle but is less than 1.7647%) is referred to herein as the “catch-up.” The “catch-up” is meant to provide the Adviser with 15% of the Fund’s pre-Incentive Fee net investment income as if a hurdle did not apply if this net investment income exceeds 1.7647% in any calendar quarter; and (3) 15% of the amount of the Fund’s pre-Incentive Fee net investment income, if any, that exceeds 1.7647% in any calendar quarter payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 15% of all pre-Incentive Fee investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. Scenario 1 Beginning Adjusted Capital = $100 Ending Adjusted Capital = $110 Average Adjusted Capital = $105 Investment Income = $2.10 Implied Yield (Investment Income / Average Adjusted Capital) = 2.00% Hurdle Rate(1) = 1.50% Base Management Fee(2) = 0.3125% Other Operating Expenses(3) = 0.20% (Implied Yield — (Base Management Fee in Class E Shares or Class E OP Units+ Other Administrative Expenses) = 1.4875% Pre-Incentive Fee Net Investment Income does not exceed the Hurdle Rate, the Adviser or any subsequent transferee thereof may elect to have the Trust or the therefore there is no Incentive Fee on Income payable. Scenario 2 Beginning Adjusted Capital = $100 Ending Adjusted Capital = $110 Average Adjusted Capital = $105 Investment Income = $2.30 Implied Yield (Investment Income / Average Adjusted Capital) = 2.1905% Hurdle Rate(1) = 1.50% Base Management Fee(2) = 0.3125% Other Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units Expenses(3) = 0.20% (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Implied Yield — (Base Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.+ Other Administrative Expenses) = 1.6780% Incentive Fee on Income = 100% x Catch-Up(4) = 100% x (1.6780% - 1.5%) = 0.1780%

Compensation of the Adviser. a. The Trust will pay Fund agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annumand, payable monthlyfollowing the BDC Conversion, of the aggregate DST Property Consideration for all DST Properties subject to a master leaseincentive compensation (“Incentive Compensation”) as hereinafter set forth. The Fund shall make any payments due hereunder to the Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at or to the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or Class E OP Unitsthe Fund may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer or waive all or a portion of its fees hereunder for a specified period of time. b. (a) The Trust Fund will pay to the Adviser an annual Management Fee and Fee, payable quarterly in arrears at a rate of 1.75% per annum of the DST Management Fee may be paid, at average of the AdviserFund’s election, in total gross assets (excluding cash or cash equivalent aggregate NAV amounts equivalents but including assets purchased with borrowed amounts) as of Class E Shares or Class E OP Unitsthe end of each of the two most recently completed calendar quarters. The OP Management Fee is payable quarterly in arrears and will be appropriately prorated for any partial quarter (b) Following the BDC Conversion, Incentive Compensation will be payable by the Fund to the Adviser and will consist of two components that are independent of each other, with the result that one component may be paid, at payable even if the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Unitsother is not. If the Adviser elects to receive any A portion of the Management incentive fee is based on a percentage of the Fund’s income (an “Income Incentive Fee”) and a portion is based on a percentage of the Fund’s capital gains (the “Capital Gains Incentive Fee”), each as described below: (i) Income Incentive Fee. The first component of the Incentive Compensation, the Income Incentive Fee, is payable quarterly in arrears. The Income Incentive Fee will be determined by comparing the Fund’s Pre-Incentive Fee Net Investment Income (as defined herein) to a “Hurdle Amount.” The Hurdle Amount is equal to the product of (i) the hurdle rate of 1.75% per quarter (7.00% annualized) and (ii) the Fund’s net assets at the end of the immediately preceding quarter. The Fund will pay the Adviser an Income Incentive Fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: 1) no Income Incentive Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, calendar quarter in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have Fund’s Pre- Incentive Fee Net Investment Income does not exceed the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.Hurdle Amount;

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master leasehereinafter set forth. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubtmay agree to temporarily or permanently waive or defer, in whole or in part, the DST Base Management Fee may be waived at and/or the Incentive Fee. See Appendix A for examples of how these fees are calculated. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s sole discretion designee as the Adviser may otherwise direct. Any portion of a deferred fee payable to the Adviser shall be deferred without interest and no may be paid in any quarter prior to the termination of this Agreement as the Adviser may determine upon written notice to the Company. (a) The Base Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, calculated at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts an annual rate of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion 1.00% of the Management Fee in Class E Shares or Class E OP UnitsCompany’s gross assets, including any investments made with borrowings, but excluding any cash and cash equivalents. For purposes of this Agreement, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares term “cash and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser equivalents” will have the option meaning ascribed to it from time to time in the notes to the financial statements that the Company files with the SEC. The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the average value of exchanging Class E Shares the Company’s gross assets at the end of the two most recently completed quarters. The Base Management Fee for an equivalent aggregate NAV amount any partial month or quarter shall be appropriately prorated(upon termination of other Share classes. c. If the investment advisory agreement, as of the termination date). The initial payment of the Base Management Fee shall cover the entire quarter in which this Agreement is terminated or its term expires without renewalbecomes effective, and be calculated at the Adviser will be entitled to receive a prorated Management Fee through the date blended rate of termination. Such pro ration shall take into account (i) the number of days in such quarter prior to the Effective Date multiplied by the base management fee as calculated pursuant to the terms of any partial calendar month the Investment Advisory Agreement, dated June 27, 2013, by and between the Company and Fifth Street Management LLC, plus (ii) the number of days in such quarter after and including the Effective Date multiplied by the Base Management Fee set forth above, then divided by (iii) the total number of days in such quarter, in order to allow the Adviser to receive on behalf of Fifth Street Management LLC and remit as paying agent the pro rata portion of the base management fee that was earned by, but not paid to, Fifth Street Management LLC for services rendered to the Company under the Investment Advisory Agreement, dated June 27, 2013, by and between the Company and Fifth Street Management LLC. (b) The Incentive Fee shall consist of two parts, as follows: (i) The first part shall be calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income’’ for the immediately preceding quarter (or calendar year for upon termination of the investment advisory agreement, as of the termination date). The initial payment of this part of the Incentive Fee shall cover the entire quarter in which this Agreement becomes effective, and be calculated at the blended rate of (i) the number of days in such quarter prior to the Effective Date multiplied by the incentive fee on income as calculated pursuant to the terms of the Investment Advisory Agreement, dated June 27, 2013, by and between the Company and Fifth Street Management LLC, plus (ii) the number of days in such quarter after and including the Effective Date multiplied by the incentive fee on income set forth below, then divided by (iii) the total number of days in such quarter, in order to allow the Adviser to receive on behalf of Fifth Street Management LLC and remit as paying agent the pro rata portion of the incentive fee on income that was earned by, but not paid to, Fifth Street Management LLC for services rendered to the Company under the Investment Advisory Agreement, dated June 27, 2013, by and between the Company and Fifth Street Management LLC. For this purpose, ‘‘Pre-Incentive Fee Net Investment Income’’ means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies other than fees for providing managerial assistance) accrued during the quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in effectthe case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding quarter, shall be compared to a ‘‘hurdle rate’’ of 1.5% per quarter (6% annualized), subject to a ‘‘catch-up’’ provision measured as of the end of each quarter. The Company’s net investment income used to calculate this part of the incentive fee is also included in the amount of the Company’s gross assets used to calculate the 1% base management fee. The operation of the incentive fee with respect to the Company’s Pre-Incentive Fee Net Investment Income for each quarter is as follows: • No incentive fee is payable to the Adviser in any quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.5% (the ‘‘preferred return’’ or ‘‘hurdle’’). • 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to 1.8182% in any quarter (7.2727% annualized) is payable to the Adviser. This portion of the Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than or equal to 1.8182%) is referred to as the “catch-up.” The “catch-up” provision is intended to provide the Adviser with an incentive fee of 17.5% on all of the Company’s Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when the Company’s Pre- Incentive Fee Net Investment Income exceeds 1.8182% in any quarter. • 17.5% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 1.8182% in any quarter (7.2727% annualized) is payable to the Adviser once the hurdle is reached and the catch-up is achieved, (17.5% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Adviser). (ii) The second part of the incentive fee shall be determined and payable in arrears as of the end of each fiscal year (or upon termination of the investment advisory agreement, as of the termination date), commencing the fiscal year ending September 30, 2019, and shall equal 17.5% of the Company’s realized capital gains, if any, on a cumulative basis from the beginning of the fiscal year ending September 30, 2019 through the end of each subsequent fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees under this Agreement. Any realized capital gains, realized capital losses, unrealized capital appreciation and unrealized capital depreciation with respect to the Company’s portfolio as of the end of the fiscal year ending September 30, 2018 shall be excluded from the calculations of the second part of the incentive fee. (c) In certain circumstances the Adviser, any Sub-Adviser, or any of their respective affiliates, may receive compensation from a portfolio company in connection with the Company’s investment in such portfolio company. Any compensation received by the Adviser, Sub-Adviser, or any of their respective affiliates, attributable to the Company’s investment in any portfolio company, in excess of any of the limitations in or exemptions granted from the 1940 Act, any interpretation thereof by the staff of the SEC, or the conditions set forth in any exemptive relief granted to the Adviser, any Sub-Adviser or the Company by the SEC, shall be delivered promptly to the Company and the Company will retain such excess compensation for the benefit of its shareholders.

Compensation of the Adviser. a. The Trust Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 1.75% of the Company’s gross assets. For services rendered under this agreement, the Base Management Fee will be payable quarterly in arrears. The Base Management Fee will be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. In addition, the Adviser hereby agrees to waive any portion of the Base Management Fee that exceeds 1.50% of the Company’s gross assets until the first anniversary of the date of execution of this Agreement. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and other fees that the Company receives from portfolio companies) accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized). The Company’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 1.75% Base Management Fee. The Company will pay the Adviser an Incentive Fee with respect to the Company’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.75%; (2) 100% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); this portion of the pre-Incentive Fee net investment income (which exceeds the hurdle but is less than 2.1875%) is referred to herein as the “catch-up.” The “catch-up” is meant to provide the Adviser with 20% of the Company’s pre-Incentive Fee net investment income as if a management fee hurdle did not apply if this net investment income exceeds 2.1875% in any calendar quarter; and (3) 20% of the amount of the Company’s pre-Incentive Fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized) payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 20% of all pre-Incentive Fee investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing with December 31, 2010, and will equal to 1.2520.0% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net asset value for of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the Class S Sharesamount of any previously paid capital gain Incentive Fees, Class D Shares and Class I Shares per annum payable monthly, before giving effect with respect to any accruals for each of the Management Fee, shareholder servicing fees, the Performance Allocation (as defined investments in the Limited Partnership Agreement Company’s portfolio; provided that the Incentive Fee determined as of the Operating PartnershipDecember 31, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units 2010 will be repurchased calculated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option a period of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled shorter than twelve calendar months to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from inception. In the number event that this Agreement shall terminate as of days of any partial calendar month or a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for which this Agreement was in effectpurposes of calculating and paying a Capital Gains Fee. Investment income (including interest, dividends, fees, etc.) = 1.25% Hurdle rate1 = 1.75% Management fee2 = 0.4375% Other expenses (legal, accounting, custodian, transfer agent, etc.)3 = 0.20% Pre-incentive fee net investment income (investment income – (management fee + other expenses)) = 0.6125% Pre-incentive net investment income does not exceed hurdle rate, therefore there is no incentive fee.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Base Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management an incentive fee (the “OP Management Incentive Fee”) equal as hereinafter set forth. The Company shall make any payments due hereunder to 1.25the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee will be calculated at an annual rate of 1.50% per annum, payable monthly, of the net asset Company’s gross assets, which for all purposes hereunder shall (i) be determined on a consolidated basis in accordance with generally accepted accounting principles in the United States, (ii) include assets acquired through the incurrence of debt, and (iii) exclude cash and any temporary investments in cash-equivalents, including U.S. government securities and other high-quality investment grade debt investments that mature in 12 months or less from the date of investment. Prior to the completion of an IPO by the Company that results in an unaffiliated public market float of at least 15% of the aggregate Capital Commitments received prior to the date of such IPO (a “Qualified IPO”), the Adviser will waive its right to receive one-third (0.50%) of the Base Management Fee. The fee waiver will terminate if and when a Qualified IPO has been consummated. For purposes of this Agreement, “Capital Commitment” refers to the amount of capital committed to the Company by each investor pursuant to a Subscription Agreement relating to the Company’s initial placement of the Company’s common stock to investors, in the form or substantially the form in which such agreement was approved by the Board on April 3, 2013. The Base Management Fee will be payable quarterly in arrears. Prior to a Qualified IPO, the Base Management Fee will be calculated based on the Company’s average daily gross assets during the most recently completed fiscal quarter, and will be appropriately adjusted for any share issuances. Base Management Fees for any partial quarter will be appropriately pro-rated. Following a Qualified IPO, the Base Management Fee will be calculated based on the average value of the Operating Partnership units (“OP Units”) attributable to Class S OP UnitsCompany’s gross assets at the end of the two most recently completed fiscal quarters, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals except for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser first quarter following a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating PartnershipQualified IPO, in which case such OP Units the Base Management Fee will be repurchased calculated based on the Company’s gross assets as of the end of such fiscal quarter. In each case, the Base Management Fee will be appropriately adjusted for any share issuances or repurchases during such fiscal quarter, and the Base Management Fees for any partial month or quarter will be appropriately pro-rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee net investment income for the Class E Shares preceding calendar quarter. “Pre-Incentive Fee net investment income” means consolidated interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued by the Company during the calendar quarter, minus the Company’s consolidated operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income does not include, in the case of investments with an equivalent aggregate NAVa deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classesPre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. (a) The Trust Adviser, for its services to the Corporation, will pay the Adviser be entitled to receive a management fee (the “Trust Base Management Fee”) equal to 1.25from the Corporation determined in accordance with U.S. generally accepted accounting principles. The Base Management Fee will be calculated at an annual rate of 1.75% of net asset value for the Class S Shares, Class D Shares Corporation’s gross assets and Class I Shares per annum payable monthly, before giving effect to any accruals for quarterly in arrears. For purposes of calculating the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Base Management Fee, the term “Management Fee”) equal to 1.25% per annum, payable monthly, gross assets” includes any assets acquired with the proceeds of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunderleverage. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units period from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of terminationcommencement of the Corporation’s operations (the “Commencement Date”) through the end of the first quarter of the Corporation’s operations, the Base Management Fee will be calculated based on the initial value of the Corporation’s gross assets. Such pro ration shall take into account Subsequently, the number Base Management Fee will be calculated based on the average value of days the Corporation’s gross assets at the end of the two most recently completed calendar quarters. Base Management Fees for any partial quarter will be appropriately pro-rated. (b) For purposes of this Agreement, the gross assets and net assets of the Corporation shall be calculated pursuant to the procedures adopted by the Board of Directors of the Corporation for calculating the value of the Corporation’s assets. (c) The Incentive Fee will consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee net investment income earned during the calendar month or calendar year quarter for which this Agreement was the Incentive Fee is being calculated. “Pre-Incentive Fee net investment income” means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Corporation’s administration agreement (the “Administration Agreement”), interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-incentive fee net investment income includes, in effectthe case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or adopt a deferred compensation plan pursuant to which it may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 1.00% of the Corporation’s gross assets. For services rendered under this Agreement, the Base Management Fee will be payable quarterly in arrears. For the first calendar quarter of the Corporation’s operations, the Base Management Fee will be calculated based on the initial value of the Corporation’s gross assets. Subsequently, the Base Management Fee will be calculated based on the average value of the Corporation’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and fees for providing significant managerial assistance or other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Corporation’s Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized). The Corporation’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 1.00% Base Management Fee. The Corporation will pay the Adviser an Incentive Fee with respect to the Corporation’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Corporation’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.75%; (2) 50% of the Corporation’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.9167% in any calendar quarter (11.67% annualized); this portion of the pre-Incentive Fee net investment income (which exceeds the hurdle but is less than 2.9167%) is referred to herein as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 20% of the Corporation’s pre-Incentive Fee net investment income as if a management fee hurdle did not apply if this net investment income exceeds 2.9167% in any calendar quarter; and (3) 20% of the amount of the Corporation’s pre-Incentive Fee net investment income, if any, that exceeds 2.9167% in any calendar quarter (11.67% annualized) payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 20% of all pre-Incentive Fee investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing with December 31, 2011, and will equal to 1.2520.0% of the Corporation’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net asset value for of all realized capital losses and net unrealized capital depreciation on a cumulative basis, less the Class S Sharesaggregate amount of any previously paid capital gain Incentive Fees, Class D Shares and Class I Shares per annum payable monthly, before giving effect with respect to any accruals for each of the Management Fee, shareholder servicing fees, the Performance Allocation (as defined investments in the Limited Partnership Agreement Corporation’s portfolio; provided that the Incentive Fee determined as of the Operating PartnershipDecember 31, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units 2011 will be repurchased calculated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option a period of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled shorter than twelve calendar months to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from inception. In the number event that this Agreement shall terminate as of days of any partial calendar month or a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for which this Agreement was in effectpurposes of calculating and paying a Capital Gains Fee.

Compensation of the Adviser. a. The Trust Adviser, for its services to the Corporation, will pay the Adviser be entitled to receive a management fee (the “Trust Base Management Fee”) equal to 1.25and an incentive fee (“Incentive Fee”) from the Corporation. (a) The Base Management Fee will be calculated at an annual rate of 1.75% of net asset the Corporation’s gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents. For purposes of this Agreement, the term “cash and cash equivalents” will have the meaning ascribed to it from time to time in the notes to the financial statements that the Corporation files with the SEC. The Base Management Fee is payable quarterly in arrears on a calendar quarter basis. For the period from the date of commencement of the Corporation’s operations (the “Commencement Date”) through the end of the first and second quarters of the Corporation’s operations, the Base Management Fee will be calculated based on the initial value of the Corporation’s gross assets (as defined above). Subsequently, the Base Management Fee will be calculated based on the average value of the Corporation’s gross assets (as defined above) at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial quarter will be appropriately pro-rated. (b) The Incentive Fee will consist of two parts, as follows: (i) The first component of the Incentive Fee (the “Income-Based Fee”) will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the Class S Sharesimmediately preceding calendar quarter for which such fees are being calculated and shall be payable promptly following the filing of the Corporation’s financial statements for such quarter. “Pre-Incentive Fee Net Investment Income” means interest income, Class D Shares dividend income and Class I Shares per annum payable monthlyany other income (including any other fees (other than fees for providing managerial assistance), before giving effect to any accruals such as commitment, origination, structuring, diligence, consulting fees or other fees that the Corporation receives from portfolio companies) accrued during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, shareholder servicing fees, expenses payable under the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee Corporation’s administration agreement (the “OP Management Administration Agreement”), any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee”) equal to 1.25% per annum). Pre-Incentive Fee Net Investment Income includes, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement case of the Operating Partnershipinvestments with a deferred interest feature (such as original issue discount, as amended from time to time) debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares unrealized capital appreciation or Class E OP Unitsdepreciation. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be calculated at an annual rate of 2.00% of the Company’s gross assets, excluding temporary assets acquired at the end of each fiscal quarter for purposes of preserving investment flexibility for the next fiscal quarter. Temporary assets include, but are not limited to, U.S. treasury bills, other short-term U.S. government or government agency securities, repurchase agreements or cash borrowings. (b) For services rendered under this agreement, the Base Management Fee will be payable quarterly in arrears. The Base Management Fee will be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro-rated. (c) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and fees for providing significant managerial assistance or other fees that the Company receives from portfolio companies) accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized). The Company’s net investment income used to calculate this part of the Incentive Fee is also included in the amount of its gross assets used to calculate the 2.00% base management fee. The Company will pay the Adviser an Incentive Fee with respect to the Company’s pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.75%; (2) 100% of the Company’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); this portion of the pre-Incentive Fee net investment income (which exceeds the hurdle but is less than 2.1875%) is referred to herein as the “catch-up.” The “catch-up” is meant to provide the Adviser with 20% of the Company’s pre-Incentive Fee net investment income as if a management fee hurdle did not apply if this net investment income exceeds 2.1875% in any calendar quarter; and (3) 20% of the amount of the Company’s pre-Incentive Fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized) payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 20% of all pre-Incentive Fee investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2007, and will equal to 1.2520.0% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net asset value for of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the Class S Sharesamount of any previously paid capital gain Incentive Fees, Class D Shares and Class I Shares per annum payable monthly, before giving effect with respect to any accruals for each of the Management Fee, shareholder servicing fees, the Performance Allocation (as defined investments in the Limited Partnership Agreement Company’s portfolio; provided that the Incentive Fee determined as of the Operating PartnershipDecember 31, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units 2007 will be repurchased calculated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option a period of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled shorter than twelve calendar months to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from inception. In the number event that this Agreement shall terminate as of days of any partial calendar month or a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for which this Agreement was in effectpurposes of calculating and paying a Capital Gains Fee. Investment income (including interest, dividends, fees, etc.) = 1.25% Hurdle rate (1) = 1.75% Management fee (2) = 0.50% Other expenses (legal, accounting, custodian, transfer agent, etc.) (3) = 0.20% Pre-Incentive Fee net investment income (investment income – (management fee + other expenses)) = 0.55% Pre-incentive net investment income does not exceed hurdle rate, therefore there is no Incentive Fee.

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Corporation may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) Effective April 1, 2018, the Base Management Fee shall be calculated initially at an annual rate of 1.50% (0.375% per quarter) of the average of the value of the Corporation’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters; provided, however, the Base Management Fee shall be calculated at an annual rate of 1.00% (0.250% per quarter) of the average of the value of the Corporation’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) that exceeds the product of (i) 200% and (ii) the value of the Corporation’s net asset value at the end of the most recently completed calendar quarter. The Base Management Fee will be payable quarterly in arrears. The Base Management Fee for any partial quarter will be appropriately pro-rated. (b) From the date of this Agreement until December 31, 2018, the Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees but excluding fees for providing significant managerial assistance or other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “performance threshold” of 1.75% per quarter (7% annualized). The Corporation will pay the Adviser a management fee an Incentive Fee with respect to the Corporation’s pre-Incentive Fee net investment income in each calendar quarter as follows; (1) no Incentive Fee in any calendar quarter in which the Corporation’s pre-Incentive Fee net investment income does not exceed the performance threshold; (2) 100% of the Corporation’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the performance threshold but does not exceed 2.1875% in any calendar quarter (8.75% annualized) ; and (3) 20% of the amount of the Corporation’s pre-Incentive Fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized). These calculations will be appropriately pro-rated for any period of less than three months. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), and will equal to 1.2520.0% of the sum of the Corporation’s cumulative realized capital gains, cumulative realized capital losses and unrealized capital depreciation (unrealized capital depreciation on a gross investment-by-investment basis), less all Capital Gains Fee payments previously made to the Adviser. In the event that this Agreement shall terminate as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee. The Supplement attached hereto as Exhibit I illustrates the calculation of the Capital Gains Fee. (c) Following December 31, 2018, the Incentive Fee shall consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on the Corporation’s income (such fee referred to herein as the “Incentive Fee on Income”) and a portion is based on the Corporation’s capital gains (such fee referred to herein as the “Incentive Fee on Capital Gains”), each as described below. (i) The Incentive Fee on Income will be determined and paid quarterly in arrears based on the amount by which (x) the aggregate amount of the “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the current calendar quarter and each of the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after April 1, 2018, as the case may be (or the appropriate portion thereof in the case of any of the Corporation’s calendar quarters that commence January 1, 2019 and are one of the first eleven calendar quarters commencing on or after April 1, 2018) (in either case, the “Trailing Twelve Quarters”) exceeds (y) the Preferred Return Amount (as defined below) in respect of the Trailing Twelve Quarters. The Preferred Return Amount will be determined on a quarterly basis, and will be calculated by summing the amounts obtained by multiplying 1.75% by the Corporation’s net asset value for at the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for beginning of each applicable calendar quarter comprising the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributionsrelevant Trailing Twelve Quarters. The Operating Partnership Preferred Return Amount will pay be calculated after making appropriate adjustments to the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the Corporation’s net asset value at the beginning of each applicable calendar quarter for Corporation capital issuances and distributions during the applicable calendar quarter. Subject to Section 3(c)(ii) below, the amount of the Operating Partnership units Incentive Fee on Income that will be paid to the Adviser for a particular quarter will equal the excess of the Incentive Fee on Income so calculated less the aggregate Incentive Fees on Income that were paid to the Adviser (“OP Units”excluding waivers, if any) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of preceding eleven calendar quarters (or portion thereof) comprising the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Unitsrelevant Trailing Twelve Quarters. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Corporation may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time. (a) The Base Management Fee shall be 1.50% per annum of the average value of the Corporation’s total assets (other than cash or cash equivalents but including assets purchased with borrowed funds) at the end of each of the two most recently completed calendar quarters; provided, however, the Base Management Fee shall be 1.00% per annum of the average value of the Corporation’s total assets (other than cash or cash equivalents but including assets purchased with borrowed funds) at the end of each of the two most recently completed calendar quarters that exceeds an amount equal to the product of (i) 200% and (ii) the Corporation’s net asset value at the end of the most recently completed calendar quarter. The Base Management Fee will be payable quarterly in arrears and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee net investment income for the quarter. “Pre-Incentive Fee net investment income” means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, debt instruments with payment-in-kind interest, preferred stock with payment-in-kind dividends and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized and unrealized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation’s net assets (defined as total assets less indebtedness) at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7% annualized). The Corporation will pay the Adviser a management fee (the “Trust Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together an Incentive Fee with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject respect to the repurchase limits of the TrustCorporation’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, Pre-Incentive Fee net investment income in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial each calendar month or calendar year for which this Agreement was in effect.quarter as follows:

Compensation of the Adviser. a. The Trust Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. (a) The Base Management Fee shall be calculated at an annual rate of 2.00% of the Corporation’s gross assets. For services rendered during the period commencing from the closing of the Corporation’s offering of its common stock, pursuant to the Registration Statement, through and including the first six months of operations, the Base Management Fee will be payable monthly in arrears. For services rendered after such time, the Base Management Fee will be payable quarterly in arrears. For the first quarter of the Corporation’s operations commencing with the closing of the Corporation’s offering of its common stock, the Base Management Fee will be calculated based on the initial value of the Corporation’s gross assets. Subsequently, the Base Management Fee will be calculated based on the average value of the Corporation’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees and fees for providing significant managerial assistance or other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Corporation has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7% annualized). The Corporation will pay the Adviser a management fee an Incentive Fee with respect to the Corporation’s pre-Incentive Fee net investment income in each calendar quarter as follows; (1) no Incentive Fee in any calendar quarter in which the Corporation’s pre-Incentive Fee net investment income does not exceed the hurdle rate; (2) 100% of the Corporation’s pre-Incentive Fee net investment income with respect to that portion of such pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and (3) 20% of the amount of the Corporation’s pre-Incentive Fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized). These calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter. (ii) The second part of the Incentive Fee (the “Trust Management Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing on December 31, 2004, and will equal to 1.2520.0% of net asset value the Corporation’s realized capital gains for the Class S Sharescalendar year, Class D Shares if any, computed net of all realized capital losses and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived unrealized capital depreciation at the Adviser’s sole discretion and no Management end of such year; provided that the Incentive Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and the DST Management Fee may be paiddetermined as of December 31, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units 2004 will be repurchased calculated for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option a period of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled shorter than twelve calendar months to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account any net realized capital gains, if any, computed net of all realized capital losses and unrealized capital depreciation for the number period ending December 31, 2004. In the event that this Agreement shall terminate as of days of any partial calendar month or a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for which this Agreement was in effectpurposes of calculating and paying a Capital Gains Fee.

Compensation of the Adviser. a. The Trust Adviser, for its services to the Company, will pay the Adviser be entitled to receive a management fee (the “Trust Base Management Fee”) equal to 1.25and an incentive fee (“Incentive Fee”) from the Company. (a) The Base Management Fee will be calculated based on the Company’s gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, at an annual rate of 1.0% of net asset value for the Class S Sharesperiod commencing on the date of this Agreement through December 31, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals 2018; 1.125% for the period commencing on January 1, 2019 through December 31, 2019; and 1.375% for all periods thereafter. The Base Management Fee is payable quarterly in arrears on a calendar quarter basis. The Base Management Fee will be calculated based on the average value of the Company’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter will be appropriately pro-rated. (b) The Incentive Fee will consist of two parts, as follows: (i) For each quarter from and after the date hereof through December 31, 2019 (the “Pre-2020 Period”), the first component of the Incentive Fee (the “Income-Based Fee”) will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter for which such fees are being calculated and shall be payable promptly following the filing of the Company’s financial statements for such quarter. In respect of the Pre-2020 Period, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that the Company receives from portfolio companies) accrued during the relevant calendar quarter, minus the Company’s operating expenses for such quarter (including the Base Management Fee, shareholder servicing feesexpenses payable under the Administration Agreement, any 5 interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Performance Allocation (as defined Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the Limited Partnership Agreement case of the Operating Partnershipinvestments with a deferred interest feature (such as original issue discount, as amended from time to time) debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) unrealized capital appreciation or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of the aggregate DST Property Consideration for all DST Properties subject to a master lease. The Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at the Adviser’s sole discretion and no Management Fee shall be paid on Class E Shares or Class E OP Unitsdepreciation. b. The Trust Management Fee and the DST Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee in Class E Shares or Class E OP Units, the Adviser or any subsequent transferee thereof may elect to have the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date at the price available in the Trust’s share repurchase plan or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classes. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

Compensation of the Adviser. a. The Trust will pay Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (the “Trust Management Fee”) equal to 1.25% of net asset value for the Class S Shares, Class D Shares and Class I Shares per annum payable monthly, before giving effect to any accruals for the Management Fee, shareholder servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee”) equal to 1.25% per annum, payable monthly, of the net asset value of the Operating Partnership units (“OP Units”) attributable to Class S OP Units, Class S-1 OP Units, Class D OP Units, Class D-1 OP Units and Class I OP Units held by unitholders other than the Trust, before giving effect to any accruals for the OP Management Fee, investor servicing fees, the Performance Allocation (as defined in the Limited Partnership Agreement of the Operating Partnership, as amended from time to time) or any distributions. The Trust Parties will pay the Adviser a management fee (the “DST Management Fee” and, together with the Trust Management Fee and the OP Management Fee, the “Management Fee”) equal to 1.25% per annum, payable monthly, of and an incentive fee (the aggregate DST Property Consideration for all DST Properties subject to a master lease“Incentive Fee”) as hereinafter set forth. The Company shall make any payments due hereunder to the Adviser shall receive the Management Fees as compensation for services rendered hereunder. For the avoidance of doubt, the DST Management Fee may be waived at or to the Adviser’s sole discretion and no designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Company may adopt, a deferred compensation plan pursuant to which the Adviser may elect to defer all or a portion of its fees hereunder for a specified period of time. (a) The Management Fee shall be paid on Class E Shares or Class E OP Units. b. The Trust Management Fee and calculated at an annual rate of 1.5% of the DST Management Fee may be paidCompany’s gross assets. For services rendered under this Agreement, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E Shares or Class E OP Units. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Class E OP Units. If the Adviser elects to receive any portion of the Management Fee will be payable quarterly in Class E Shares arrears. The Management Fee will be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or Class E OP Unitsrepurchases during the current calendar quarter.1 Management Fees for any partial month or quarter will be appropriately prorated. (b) The Incentive Fee shall consist of two parts, as follows: (i) One part will be calculated and payable quarterly in arrears based on the pre-Incentive Fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-Incentive Fee net investment income means dividends (including reinvested dividends), interest and fee income accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. 1 For each of the first two calendar quarters of the Company’s operations, the Adviser or any subsequent transferee thereof may elect to have Management Fee shall be calculated based on the Trust or the Operating Partnership repurchase such Class E Shares or Class E OP Units from the Adviser or such transferee at a later date Company’s gross assets at the price available in the Trust’s end of such calendar quarter, and appropriately adjusted for any share repurchase plan issuances or otherwise at the current NAV. Class E Shares and Class E OP Units (including those subsequently exchanged for Shares) obtained by the Adviser will not be subject to the repurchase limits of the Trust’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any repurchases during such OP Units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Limited Partnership Agreement of the Operating Partnership, in which case such OP Units will be repurchased for the Class E Shares with an equivalent aggregate NAV. The Adviser will have the option of exchanging Class E Shares for an equivalent aggregate NAV amount of other Share classescalendar quarter. c. If this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive a prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.