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

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation and transactions that are not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs , it being understood and expenses that are incurred agreed that, except as otherwise provided herein or in its operation and transactions that are not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). Costs The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses to be borne of its operation, administration and transactions not specifically assumed by the Company includeAdviser pursuant to the Advisory Agreement, but are not limited to, those relating to: including (without limitation): expenses deemed to the “organization and offeringoffering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debtcompanies and, if anynecessary, incurred to finance enforcing the Company’s investmentsrights; offerings of the Company’s common stockescrow agent, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial feesfees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees; all costs of registration , any stock exchange listing fees and listing the Company’s shares on any securities exchangefees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents required by with the SECSEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders, stockholders (including printing and mailing costs); the Company’s allocable portion costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers and errors and omissions liability insurance, insurance and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephonetelephone and staff; fees and expenses associated with independent audits, copyingoutside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, secretarial the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other staffprofessionals who provide services to the Company (including, independent auditors in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and outside legal costs; administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and all other expenses incurred in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or the Administrator its affiliates in connection with administering the offering of securities by the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

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

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company Fund will bear all costs and expenses that are incurred in its operation operations and transactions that are not specifically assumed by the CompanyFund’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory and Management Agreement, dated the same date hereof as of October 1, 2006 by and between the Company Fund and the Adviser. Costs and expenses to be borne by the Company Fund include, but are not limited to, those relating to: organization and offering; calculating the Fund’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company Fund and in monitoring the CompanyFund’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the CompanyFund’s investments; offerings of the CompanyFund’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyFund’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the CompanyFund’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company Fund or the Administrator in connection with administering the CompanyFund’s business, including payments under this Agreement based upon the CompanyFund’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the CompanyFund’s chief compliance officer, treasurer, chief financial officer and officer, controller and their respective staffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Corporation, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Corporation receives from the portfolio companies for providing this assistance. The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Second Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of February 2, 2016, by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and performing due diligence (including related legal expenses) on its prospective portfolio companiescompanies and expenses related to unsuccessful portfolio acquisition efforts; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, fees payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; costs associated with individual or groups of stockholders; the CompanyCorporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs. For the avoidance of doubt, the costs and expenses to be borne by the Corporation set forth above include the costs and expenses allocable with respect to the provision of in-house legal, tax, or other professional advice and/or services to the Corporation, including performing due diligence on its prospective portfolio companies, as deemed appropriate by the Administrator, where such in-house personnel perform services that would be paid by the Corporation if outside service providers provided the same services, subject to the Board of Directors’ oversight. At its election, the Administrator may elect to receive payment under this Agreement in the form of a percentage of assets under management by the Corporation, rather than based on the sum of the actual expenses accrued. Such percentage shall be in an amount mutually agreed by the Administrator and the Corporation.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of June 22, 2005 by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the CompanyCorporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the CompanyCorporation’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. . (b) The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company and the Advisertransactions. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; valuing the Corporation's assets and computing its net asset value per share (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser Advisor or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)travel expense, in monitoring financial and legal affairs for the Company Corporation and in monitoring the Company’s Corporation's investments and enforcing the Corporation's rights in respect of such investment; performing due diligence on its the Corporation's prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s Corporation's investments; distributions on shares; offerings of the Company’s Corporation's common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; transfer agent and custody fees and expenses; the allocated costs of providing managerial assistance to those portfolio companies that require it; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making and disposing of investments; brokerage fees and commissions; the Corporation's dues, fees and charges of any trade association of which the Corporation is a member; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s Corporation's shares on any securities exchange; federal, state and local taxes; independent directors’ ' fees and expenses; costs of preparing and filing reports reports, registration statements, prospectuses or other documents required by the SEC, including printing costs; costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs; the Company’s expenses of holding shareholder meetings; the Corporation's allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; litigation and indemnification and other extraordinary or non recurring expenses; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the Company’s Corporation's business, including payments under this Agreement based upon the Company’s Corporation's allocable portion of the Administrator’s 's overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Company’s chief compliance officer, treasurer, chief financial officer and controller Corporation's officers and their respective staffs.

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

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. . (b) The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyAdministrator, in its capacity as the Corporation’s investment adviser, Gladstone pursuant to the Investment Advisory and Management Agreement, dated as of November 8, 2019, between the Corporation and the Administrator (the “AdviserAdvisory Agreement”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization organization; calculating the Corporation’s net asset value (including the cost and offeringexpenses of any independent valuation firm); expenses incurred by the Adviser Administrator payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s common stock, preferred stock and other securities; investment advisory and management feesfees (other than fees (if any) payable to a sub-advisor retained by the Administrator under the Advisory Agreement); administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares on any securities exchange; federal, state state, local and local other taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by governmental bodies (including the SEC); costs of any reports, proxy statements or other notices to stockholders, including printing costs; the CompanyCorporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent (if office space is provided by the Administrator) and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, chief financial officer and controller chief compliance officer and their respective staffsstaffs (including travel expenses).

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), Adviser pursuant to that certain Amended and Restated Investment the Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: the cost of its organization and offeringany offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debtcompanies and, if anynecessary, incurred to finance enforcing the Company’s investmentsrights; offerings of the Company’s common stockescrow agent, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial feesfees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees; all costs of registration , any stock exchange listing fees and listing the Company’s shares on any securities exchangefees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents required by with the SECSEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders, stockholders (including printing and mailing costs; ), the Company’s allocable portion costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers and errors and omissions liability insurance, insurance and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephonetelephone and staff; fees and expenses associated with independent audits, copyingoutside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, secretarial the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other staffprofessionals who provide services to the Company (including, independent auditors in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and outside legal costs; administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and all other expenses incurred in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or the Administrator its affiliates in connection with administering the offering of securities by the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations obligations, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred , except as otherwise provided herein, in its operation and transactions that are not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company Fund and the Adviser, as amended from time to time (the “Advisory Agreement”), and in that certain Investment Sub-Advisory Agreement, by and between the Fund and the Sub-Adviser, as amended from time to time (the “Sub-Advisory Agreement” and, together with the Advisory Agreement, the “Advisory Agreements”). (b) Except as specifically provided herein or otherwise in the Advisory Agreements, the Fund anticipates that all investment professionals and staff of the Advisers, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Advisers. Costs The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to: (i) investment advisory fees, including management fees and incentive fees, to be borne the Adviser, pursuant to the Advisory Agreement; (ii) investment advisory fees, including management fees and incentive fees, to the Sub-Adviser, pursuant to the Sub-Advisory Agreement; (iii) the Fund’s allocable portion of compensation and other expenses incurred by the Company includeAdministrator in performing its administrative obligations under this Agreement, including but not limited to: (x) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (y) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (z) any internal audit group personnel of AB Private Credit Investors LLC or any of its affiliates; and (iv) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to: (1) organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Fund’s systems and those of the Fund’s participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers, registered investment advisers or financial or other advisers, but excluding the shareholder servicing fee); (2) all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisers), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisers, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, its affiliates in the credit-focused business of the Advisers), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisers that provide transactional legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative and accounting services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection such services, in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services); (3) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services; (4) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest and other securities; (5) fees and expenses payable under any dealer manager and selected dealer agreements, if any; (6) interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, those relating to: organization the arranging thereof and offering; related legal expenses; (7) all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources; (8) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes; (9) costs of derivatives and hedging; (10) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser Advisers or members of its investment team, or payable to third parties, including agentsin negotiating, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments structuring and performing due diligence on its prospective portfolio companies; interest , including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights; (11) expenses (including the allocable portions of compensation and fees payable on debtout-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Advisers to the extent such expenses relate to attendance at meetings of the Board or any committees thereof; (12) all fees, costs and expenses, if any, incurred to finance the Company’s investments; offerings by or on behalf of the Company’s common stockFund in negotiating and structuring prospective or potential investments that are not ultimately made, preferred stock including, without limitation any legal, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, excluding advisory services provided by the Adviser contemplated herein, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments; (13) the allocated costs incurred by the Advisers or their affiliates in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it; (14) all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other securitiesbank service fees; private placement fees, commissions, appraisal fees, commitment fees and underwriting costs; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, meals, accommodations and entertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses); (15) investment costs, excluding internal costs of the Adviser for providing investment advisory services, and management fees; administration any fees, if anycosts and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, payable under this Agreement; fees payable to third partiesholding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities; (16) transfer agent, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer dividend agent and custodial fees; ; (17) fees and expenses associated with marketing efforts; (18) federal and state registration fees; all costs of registration , franchise fees, any stock exchange listing fees and listing the Company’s shares on any securities exchange; federal, state and local taxes; fees payable to rating agencies; (19) independent directorstrustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses; , and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent trustees; (20) costs of preparing financial statements and maintaining books and records, costs of Xxxxxxxx-Xxxxx Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents required with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing; (21) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the SEC; Fund or the Advisers or their respective affiliates in connection with such provision of services thereby); (22) the costs of any reports, proxy statements or other notices to stockholders, shareholders (including printing and mailing costs; ) and the Company’s allocable portion costs of any shareholder or Trustee meetings; (23) proxy voting expenses; (24) costs associated with an exchange listing; (25) costs of registration rights granted to certain investors, if any; (26) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisers lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith; (27) all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund; (28) all fees, costs and expenses associated with the Fund’s information and data technology systems; (29) the costs of specialty and custom software for investments; (30) costs associated with individual or group shareholders; (31) fidelity bond, directors trustees and officers and errors and omissions liability insurance, insurance and any other insurance premiums; ; (32) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, copying and secretarial and other staff; (33) all fees, independent auditors costs and outside legal costsexpenses of winding up and liquidating the Fund’s assets; (34) extraordinary expenses (such as litigation or indemnification); (35) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Fund or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under the AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Advisers relating to the Fund and its affiliates relating to the Fund, and their activities) and/or other regulatory filings, notices or disclosures of the Advisers and their affiliates relating to the Fund including those pursuant to applicable disclosure laws and expenses relating to FOIA requests, but excluding, for the avoidance of doubt, any expenses incurred for general compliance and regulatory matters that are not related to the Fund and its activities; (36) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; (37) costs and expenses, including travel, meals, accommodations, entertainment and other similar expenses, incurred by the Advisers or their respective affiliates for meetings with existing investors and any broker-dealers, registered investment advisers, financial and other advisers representing such existing investors; and (38) all other expenses incurred by the Company or the Administrator in connection with administering the CompanyFund’s business. (c) From time to time, including payments AB Private Credit Investors LLC, in its capacity as both the Adviser and the Administrator, the Sub-Adviser or their affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the Advisers, Administrator or their affiliates under this Agreement based upon or the CompanyAdvisory Agreement, the Fund will reimburse the Advisers, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s allocable portion behalf. From time to time, the Advisers and the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the Administratorforegoing expenses will ultimately be borne by the Fund’s overhead shareholders. (d) Costs and expenses of AB Private Credit Investors LLC in performing its obligations under this Agreement, including rent, capacity as both the Administrator and the allocable portion Adviser that are eligible for reimbursement by the Fund will be reasonably allocated to the Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffsAdministrator.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator Administrator, or cause VCC Advisors, LLC, the Company’s investment adviser (the “Adviser”), to reimburse the Administrator, for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. under this Agreement, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Company or on the Administrator’s behalf. (b) The Company will bear all out-of-pocket costs and expenses that are incurred in of its operation operations and transactions that are not specifically assumed by the Company’s investment advisertransactions, Gladstone Management Corporation (the “Adviser”)including, pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited towithout limitation, those relating to: (i) organization and offeringoffering of the Shares; (ii) the Company’s fees and expenses incurred by related to any Liquidity Event (as defined in the Adviser Company’s private placement memorandum, as amended, the “Memorandum”) or the wind down and/or liquidation and dissolution of the Company; (iii) calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); (iv) fees and expenses payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisers, in connection with monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants prospective portfolio investments or other advisors, otherwise relating to, or associated with, evaluating and making investments; (v) fees and expenses incurred in connection with debt, if any, incurred to finance the Company’s investments or operations, and payment of interest and repayment of principal on such debt; (vi) fees and expenses related to sales and repurchases of the Shares and other securities; (vii) investment advisory and management fees; (viii) administration fees, if any, payable under this Agreement; (ix) transfer agent agent, sub-administrator and custodial fees; (x) expenses relating to the issue, repurchase and transfer of Shares to the extent not borne by the relevant transferring Shareholders and/or assignees; (xi) federal and state registration fees; (xii) all costs of registration and listing associated with a Public Listing (as defined in the Company’s shares on any securities exchangeMemorandum); (xiii) federal, state and local taxestaxes and other governmental charges assessed against the Company; (xiv) independent directors’ fees and expensesexpenses and the costs associated with convening a meeting of the Board or any committee thereof; (xv) fees and expenses and the costs associated with convening a meeting of the Shareholders or holders of any preferred Shares, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (xvi) costs of preparing and filing reports or other documents required by the SEC, the Financial Industry Regulatory Authority or other regulators; (xvii) costs of any reports, proxy statements or other notices to stockholdersShareholders, including printing and mailing costs; (xviii) costs and expenses related to the preparation of the Company’s financial statements and tax returns; (xix) the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; (xx) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying, secretarial and other staff, ; (xxi) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company; (xxii) compensation of other third-party professionals to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; (xxiii) costs and expenses (excluding travel) of the Adviser, in connection with identifying and investigating investment opportunities for the Company, monitoring the investments of the Company and disposing of any such investments; (xxiv) portfolio risk management costs; (xxv) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees) and other assets; (xxvi) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or sale of securities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (xxvii) costs of amending, restating or modifying the Charter, the Bylaws, the Investment Advisory Agreement by and between the Company and the Adviser, the Agreement or related documents of the Company or related entities; (xxviii) fees, costs, and expenses incurred in connection with any restructuring, initial public offering or reorganization of the Company or related entities, the termination, liquidation or dissolution of the Company or related entities, or the required redemption of all or substantially all outstanding Shares (including the fees and expenses associated with any such transaction); (xxix) the expense reimbursements set forth in this Agreement; and (xxx) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Company’s chief compliance officer, treasurer, chief financial officer Chief Compliance Officer and controller Chief Financial Officer and their respective staffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviserOaktree Capital Management, Gladstone Management Corporation L.P. (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated as of October 17, 2017 (the same date hereof “Investment Advisory Agreement”) by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization (a) offering expenses; (b) diligence and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance of the Company’s investments; offerings (c) costs of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock, preferred stock and other securities; investment advisory (e) management and management fees; administration fees, if any, incentive fees payable under this pursuant to the Investment Advisory Agreement; (f) fees payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating making investments and making investmentsvaluing investments (including third-party valuation firms); (g) transfer agent agent, trustee and custodial fees; (h) interest payments and other costs related to the Company’s borrowings; (i) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (j) federal and state registration fees; all costs of registration and (k) any exchange listing the Company’s shares on any securities exchangefees; (l) federal, state and local taxes; (m) independent directors’ fees and expenses; (n) brokerage commissions; (o) costs of winding up and liquidation; (p) litigation, indemnification and other extraordinary or non-reoccurring expenses; (q) dues, fees and charges of any trade association of which the Company is a member; (r) costs of proxy statements, stockholders’ reports and notices; (s) costs of preparing government filings, including periodic and filing current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the (t) fidelity bond, directors liability insurance and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs (u) and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors accountants and outside legal costs; costs and all other direct expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs , it being understood and expenses that are incurred agreed that, except as otherwise provided herein or in its operation and transactions that are not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). Costs The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its operation, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to be borne by organization and offering expenses of the Company include(for purposes of this Agreement, but such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the stock of the Company, are not limited tohereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of common stock, those relating to: organization subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and offeringrepurchases of the common stock and other securities; costs related to construction, leasing, development of real estate properties; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser Administrator, or members of the investment team, or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debtinvestments and, if anynecessary, incurred to finance enforcing the Company’s investmentsrights; offerings of the Company’s common stockescrow agent, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial feesfees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees; all costs of registration , any stock exchange listing fees and listing the Company’s shares on any securities exchangefees payable to rating agencies; federal, state and local taxes; independent directorstrustees’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents required by with the SECSEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders, stockholders (including printing and mailing costs); the Company’s allocable portion costs of any stockholder or trustee meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors trustees and officers and errors and omissions liability insurance, insurance and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephonetelephone and staff; fees and expenses associated with independent audits, copyingoutside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under applicable law. Notwithstanding anything to the contrary contained herein, secretarial at the request of the Administrator, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Administrator’s officers, employees and agents who provide financial, operational or administrative services hereunder, their respective staffs and other staffprofessionals who provide services to the Administrator or to Company (including, independent auditors in each case, officers, employees or agents of the Adviser or an affiliate of the Administrator) who assist with the preparation, coordination, and outside legal costs; and all administration of the foregoing or provide other expenses incurred by “back office” or “middle office” financial, operational or administrative services to the Company or the Administrator in connection with administering the Company’s businessAdministrator. Accordingly, including payments under this Agreement based upon the Company’s allocable portion of if requested by the Administrator’s overhead in performing , the Company shall reimburse the Administrator (or its obligations under this Agreement, including rent, and affiliates) for the allocable portion of the salaries compensation, benefits and benefits related administrative expenses (including travel expenses) paid by the Administrator (or its affiliates) to such individuals (based on the percentage of time such individuals devote, on the Administrator’s estimated basis, to the business affairs of the Company and/or in acting on behalf of the Company’s chief compliance officer). For the avoidance of doubt, treasurer, chief financial officer and controller and their respective staffsthe Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Investor Services Administrator, the Company Corporation shall reimburse the Investor Services Administrator for the costs and expenses incurred by the Investor Services Administrator in performing its obligations and providing personnel and facilities hereunder. The Investor Services Administrator shall not be entitled to any additional compensation hereunder. The reimbursement to be received by the Investor Services Administrator in respect of its personnel, overhead and other internal costs related to the Investor Service Administrator’s performance of its obligations under this Agreement shall not exceed $2,700,000 in the aggregate during the initial public offering period for the sale of the Company’s common stock (the “Investor Services Cap” and any such excess, the “Investor Services Excess”). The Investor Services Administrator acknowledges and agrees that neither the Company nor any other person or entity shall have any obligation to pay the Investor Services Excess to the Investor Services Administrator. (b) The Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of [ ], 2012, by and between the Company Corporation and the AdviserAdviser (the “Advisory Agreement”). Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firms); expenses incurred by the Adviser Adviser, Investor Services Administrator, Prospect Administration LLC (the “Administrator”), or affiliates thereof, including those payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel, and in the case of the Investor Services Administrator, relating to, or associated with transfer agent and custodial fees), in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and performing due diligence on its prospective portfolio companiesinvestments; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s debt, common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares securities on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSEC or any other governmental agency; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the CompanyCorporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; research, subscription and market data expenses including, without limitation, news and quotation equipment and services; computer software specific to the business of the Corporation; any unreimbursed expenses incurred in connection with transactions not consummated; routine overhead expenses of Adviser and investment affiliates; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s businessbusiness or the Investor Services Administrator in connection with services performed by the Investor Services Administrator under this Agreement, including payments under this Agreement the agreement with the Administrator based upon the CompanyCorporation’s allocable portion of the Administrator’s and the Adviser’s overhead in performing its their obligations under this Agreement and the Advisory Agreement, including rent, and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurerchief administrative officer, and chief financial officer and controller and their respective staffs, and payments under this Agreement based upon the Corporation’s allocable portion of the Investor Services Administrator’s personnel, overhead and other internal costs in performing its obligations under this Agreement (subject to the Investor Services Cap set forth in Section 5(a) hereof).

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations obligations, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder. The Company will bear all costs , except as otherwise provided herein and expenses in that are incurred certain Investment Advisory Agreement, by and between the Fund and KKR Credit Advisors (US) LLC, in its operation and transactions that are not specifically assumed by capacity as adviser to the Company’s investment adviser, Gladstone Management Corporation Fund (the “Adviser”), pursuant as amended from time to that certain Amended and Restated Investment time (the “Advisory Agreement”). Except as specifically provided herein, dated the same date hereof Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by and between the Company and the Adviser. Costs The Fund will bear all other fees, costs and expenses fairly allocable to be borne by the Company includeFund, but are not limited torelated to the activities, those relating to: organization and offering; expenses incurred by business, operations or actual or potential investments of the Adviser payable to third partiesFund, including agentswithout limitation: (a) management fee to the Adviser, consultants or other advisors pursuant to the Advisory Agreement; (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for b) the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the CompanyFund’s allocable portion of the fidelity bondcompensation, directors overhead (including rent, office equipment and officers utilities) and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its administrative obligations under this Agreement, including rent, and but not limited to: (i) the allocable portion of the salaries and benefits expenses of the CompanyFund’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of Kohlberg Kravis Xxxxxxx & Co. L.P. or any of its affiliates; and (c) all other expenses of the Fund’s operations, administration and transactions including, without limitation, those relating to: (i) fees, costs and expenses of outside counsel, accountants, auditors, appraisers, valuation experts, rating agencies, consultants, administrators, custodians, depositaries, trustees and other similar outside advisors and service providers (including servicing companies in which KKR & Co. Inc. (together with the Adviser and its other affiliates, “KKR”) or its affiliates or eligible partners, members, managing directors, directors, officers or employees of KKR, the Adviser or their respective affiliates (collectively, “KKR Personnel”) have an interest) with respect to the Fund and its potential and actual investments (including allocable compensation and expenses of senior advisors, executive advisors, industry advisors and technical consultants and allocable fees and expenses of all or any of KKR Capstone Americas LLC, KKR Capstone EMEA LLP, KKR Capstone EMEA (International) LLP, KKR Capstone Asia Limited and their Capstone-branded subsidiaries, which employ operating professionals dedicated to supporting KKR deal teams and portfolio companies (collectively, “Capstone”) related to the Fund’s activities), and including the cost of any valuation of, or any fairness opinion relating to, any investment or other asset or liability or potential transaction, of the Fund; a. fees, costs and expenses of identifying, sourcing, investigating (and conducting diligence with respect to), evaluating, structuring, consummating, registering, holding, rating, monitoring or disposing potential and actual portfolio investments, including: b. brokerage commissions, clearing and settlement charges, investment banking fees, bank charges, custodial fees, placement, syndication and solicitation fees, arranger fees, expenses relating to short sales, sales commissions, and other investment, execution, closing and administrative fees, costs and expenses; c. any travel-related costs and expenses incurred in connection therewith (including costs and expenses of accommodations and meals, costs and expenses related to attending trade association meetings, conferences or similar meetings for purposes of evaluating actual or potential investment opportunities, and with respect to travel on noncommercial aircraft, costs of travel at a comparable business class commercial airline rate) including any such expenses incurred in connection with attendance at meetings of relevant investment committees and portfolio management committees; d. expenses associated with portfolio and risk management including hedging transactions and related costs; e. fees, costs and expenses incurred in the organization, operation, administration, restructuring or dissolution, liquidation and termination of any entities through which the Fund makes investments (including costs associated with establishing and maintaining a permanent residence in certain jurisdictions, such as employee compensation and benefits, allocable rent and other overhead of entities established to manage or administer such entities including entities in which KKR or its affiliates have an interest); and f. fees, costs and expenses of outside counsel, accountants, auditors, consultants (including Capstone) and other similar advisors and service providers incurred in connection with designing, implementing and monitoring participation by portfolio companies or other issuers in compliance and operational “best practices” programs and initiatives; (ii) any taxes, fees or other governmental charges levied against the Fund or on its income or assets or in connection with its business or operations including the business or operations of any entities through which the Fund invests and preparation expenses in connection with such governmental charges (which includes the preparation and filing of any forms, schedules, filings, information or other documents necessary to avoid the imposition of withholding or other taxes pursuant to any applicable tax reporting obligation and report of foreign bank and financial accounts) or to otherwise comply with applicable tax reporting obligations; (iii) fees, costs and expenses incurred in connection with any audit, examination, investigation or other proceeding by any taxing authority or incurred in connection with any governmental or regulatory inquiry, investigation or proceeding, in each case, involving or otherwise applicable to the Fund, including the amount of any judgments, settlements, remediation or fines paid in connection therewith, excluding, for the avoidance of doubt, any fine or penalty paid by the Adviser or its affiliates to a governmental body of competent jurisdiction on the basis of a finding that the Adviser or such affiliate has breached a fiduciary duty to the Fund (for the avoidance of doubt, the foregoing does not include any fine or penalty related to activities taken by the Adviser or its affiliates on behalf of the Fund); (iv) expenses of the Board of Trustees and its members, including: a. travel, accommodation, meal, event, entertainment and other similar fees, costs and expenses in connection with any meetings of the Board; and b. the fees, costs and expenses of any legal counsel or other advisors retained by, or at the direction or for the benefit of, the Board; (v) fees, costs and expenses of holding any annual or other shareholder meeting; (vi) the portion fairly allocable to the Fund of fees, costs and expenses incurred in connection with legal, regulatory and tax services provided on behalf of the Fund, its investments and portfolio companies and compliance with U.S. federal, state, or local law, or other non-U.S. law or other law and regulation relating to the Fund’s activities (including expenses relating to the preparation and filing of regulatory filings of the Fund); and expenses and fees incurred in connection with establishing, implementing, monitoring and/or measuring the impact of any environmental, social and governance (“ESG”) policies and programs, including all fees, costs, and expenses incurred in connection with reporting on such ESG policies and programs or otherwise evaluating the Fund’s or its portfolio investments’ or prospective portfolio investments’ achievement of any ESG objectives; (vii) fees, costs and expenses associated with the Fund’s administration, including in relation to calling capital from and making distributions to shareholders, the administration of assets, financial planning and treasury activities, the representation of the Fund, the preparation and delivery of all Fund financial statements, tax returns, capital calls, distribution notices, other reports and notices and other required or requested information provided to shareholders (including the fees, costs and expenses of any other third-party administrator that provides accounting and administrative services to the Fund), fees, costs and expenses incurred to audit such reports, provide access to such reports or information (including through a website or other portal) and any other operational, secretarial or postage expenses relating thereto or arising in connection with the distribution thereof (and including, in each case, technology development and support with respect to such activities and other administrative support therefor), and allocable compensation and overhead of KKR Personnel engaged in the aforementioned activities and KKR Personnel providing oversight of any third party administrator engaged in the aforementioned activities; (viii) principal, interest on and fees, costs and expenses relating to or arising out of all borrowings made by the Fund, including fees, costs and expenses incurred in connection with the negotiation and establishment of the relevant credit facility, other indebtedness, guarantee, line of credit, loan commitment, letter of credit, equity commitment letter, hedging guarantee or similar credit support or other indebtedness involving the Fund or any investment or relevant arrangements with respect to such borrowings or related to securing the same by mortgage, pledge, or other encumbrance and the fees, costs and expense of any amendments or modifications of such arrangements, and other fees, costs and expenses in respect of derivative contracts (including any payments under, and any margin expenses relating to, such derivative contracts or any posting of margin or collateral with respect to such derivative contracts); (ix) fees, costs and expenses relating to a shareholder default (but only to the extent not paid or otherwise borne by the defaulting shareholder); (x) fees, costs and expenses relating to a transfer of a shares (but only to the extent not paid or otherwise borne by the relevant transferring shareholder and/or the transferee); (xi) fees, costs and expenses related to procuring, developing, implementing or maintaining information technology, data subscription and license-based services, research publications, materials, equipment and services, computer software or hardware and electronic equipment used in connection with providing services to the Fund (including reporting as described herein), in connection with identifying, investigating (and conducting diligence with respect to) or evaluating, structuring, consummating (including license fees and maintenance costs for workflow technology that facilitates the closing of investments by, among other things, managing allocations, conflicts of interest and compliance with law, all in accordance with policies and procedures established by KKR and its affiliates), holding, monitoring, or disposing of potential and actual investments, or in connection with obtaining or performing research related to potential or actual investments, industries, sectors, geographies or other relevant market, economic, geopolitical or similar data or trends, including risk analysis software; (xii) premiums and fees for insurance for the benefit of, or allocated to, the Fund (including trustees’ and officers’ liability, errors and omissions or other similar insurance policies, and any other insurance for coverage of liabilities incurred in connection with the activities of, or on behalf of, the Fund) including an allocable portion of the premiums and fees for one or more “umbrella” policies that cover the Fund and, to the extent applicable, costs of the Employee Retirement Income Security Act of 1974, as amended, fidelity bonds, if applicable; (xiii) expenses of any actual or potential litigation or other dispute related to the Fund or any actual or potential investment or portfolio company (including expenses incurred in connection with the investigation, prosecution, defense, judgment or settlement of litigation and the appointment of any agent for service of process on behalf of the Fund or the shareholders) and other extraordinary expenses related to the Fund or actual or potential investment or portfolio company (including fees, costs and expenses that are classified as extraordinary expenses under generally accepted accounting principles in the United States (or such other accounting standards as are otherwise required)) excluding for the avoidance of doubt, any expenses with respect to which an indemnitee would not be entitled to indemnification or advancement; (xiv) fees, costs and expenses required under or otherwise related to the Fund’s indemnification obligations, including advancement of any such fees, costs or expenses to persons entitled to such indemnification, or other matters that are the subject of indemnification or contribution; (xv) fees, costs and expenses incurred in connection with dissolving, liquidating and terminating the Fund; (xvi) all other costs and expenses of the Fund in connection with the activities, business or operation of the Fund and its potential and actual investments; (xvii) in the case of each of the foregoing items in this definition, all similar items in connection with any other investor fund vehicle, feeder fund, portfolio companies or entities through which the Fund makes any investment, to the extent not otherwise paid or borne by such other fund vehicle, feeder fund, portfolio companies or entities; and (xviii) all other costs and expenses of the Fund in connection with the business or operation of the Fund and its investments, including organizational and offering expenses. From time to time, the Administrator or its affiliates may pay third-party providers of goods or services. The Fund will reimburse the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. Costs and expenses of the Administrator that are eligible for reimbursement by the Fund will be reasonably allocated to the Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company Fund shall reimburse the Administrator for the fees, costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in the Advisory Agreement, the Administrator (or the Adviser, if not the Administrator) shall be solely responsible for the compensation of its investment professionals and its allocable portion of the compensation of any personnel that provide it operational or administrative services, as well as the allocable portion of overhead expenses (including rent, office equipment and utilities) attributable thereto. The Company will Fund shall bear all other fees, costs and expenses that are incurred in connection with its operation operation, administration and transactions and that are not specifically assumed by the Company’s investment adviserAdministrator (or the Adviser, Gladstone Management Corporation (if not the “Adviser”), Administrator) pursuant to that certain Amended and Restated Investment the Advisory Agreement or the Administrator pursuant to this Agreement, dated the same date hereof by and between the Company and the Adviser. Costs and expenses to be borne by the Company Fund include, but are not limited to, those relating to: (a) the costs and expenses associated with the Fund’s organization and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring any offerings of the Company’s investments securities, including any underwriting discounts or commissions and performing due diligence on its prospective portfolio companiesany related legal or accounting fees and expenses; (b) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Fund’s shares and other securities, including in connection with any tender offers or repurchase offers; (d) the cost and expenses relating to the establishment or operation of any credit facility or other leverage the Fund may utilize; (e) the cost and expenses relating to any material acquisition, merger, consolidation, reorganization, asset sale or other business combination involving the Fund (f) interest and fees payable on debt, if any, incurred by the Fund; (g) a management fee (the “Management Fee”) and related expenses payable pursuant to finance the Company’s investments; offerings of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Advisory Agreement; (h) the cost and expenses relating to the investigation, acquisition, monitoring or disposition of investments, including any travel-related expenses, brokerage fees or commission and any legal, accounting or due diligence fees or expenses relating thereto; (i) fees payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating making or valuing investments, including legal fees and making expenses and fees and expenses associated with performing due diligence reviews of prospective investments and advisory fees as well as expenses associated with such activities; (j) the costs associated with protecting the Fund’s interests in its investments, including legal fees; (k) transfer agent and custodial fees; (l) fees and expenses associated with marketing and investor relations efforts (including attendance at investment conferences and similar events); (m) federal and state registration fees; all (n) any exchange listing fees; (o) federal, state, local and foreign taxes; (p) fees and expenses (including travel and other costs associated with the performance of responsibilities) for the members of the Board whom are not “interested persons” of the Fund or the Adviser as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Directors”); (q) costs and expenses associated with any annual or special meeting of the Fund’s shareholders; (r) brokerage fees or commissions; (s) costs of registration preparing, printing and listing the Company’s shares on any securities exchangedisseminating proxy statements, shareholders’ reports and other notices; federal, state and local taxes; independent directors’ fees and expenses; (t) costs of preparing and filing submitting government filings, including periodic and current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the (u) fidelity bond, directors liability insurance and officers and errors and omissions liability insurance, and any other insurance premiums; (v) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial telephone and other staff, ; (w) fees and expenses associated with independent auditors audits and outside accounting and legal costs; (x) costs associated with the Fund’s reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws; (y) all other fees and expenses payable to third parties retained by the Administrator (or the Adviser, if not the Administrator) to provide administrative services to the Fund on its behalf pursuant to this Agreement, including but not limited to any sub-administrators or compliance providers; and (z) all other expenses incurred by the Company either the Fund or the Administrator (or the Adviser, if not the Administrator), together with any affiliates thereof, in connection with administering the CompanyFund’s business, including payments made under this Agreement based upon the CompanyFund’s allocable portion of overhead and other expenses incurred by the Administrator (or the Adviser, if not the Administrator’s overhead ), together with any affiliates thereof, in performing its obligations to the Fund under this Agreement, including rent, the fees and expenses associated with performing administrative functions, and the Fund’s allocable portion of the salaries costs of compensation, benefits and benefits related expenses of the Company’s chief compliance officerits Chief Financial Officer, treasurerChief Compliance Officer, chief financial officer and controller and their respective staffsany administrative support staff, including accounting personnel.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The amount and nature of such reimbursements shall be presented for review, on not less than a quarterly basis, to the members of the audit committee of the Board, or in lieu thereof, to a committee of the Board, all of the members of which are not “interested persons” of the Company, as such term is defined under the Investment Company Act. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviserGSV Asset Management, Gladstone Management Corporation LLC (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of April 11, 2011 by and between the Company and the Adviser, and the amendment and restatement thereof, dated as of March 8, 2013. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings sales and purchases of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Company’s president, chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), Adviser pursuant to that certain Amended and Restated Investment the Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: the cost of its organization and offeringany offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debtcompanies and, if anynecessary, incurred to finance enforcing the Company’s investmentsrights; offerings of the Company’s common stockescrow agent, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial feesfees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees; all costs of registration , any stock exchange listing fees and listing the Company’s shares on any securities exchangefees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents required by with the SECSEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders, stockholders (including printing and mailing costs; ), the Company’s allocable portion costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers and errors and omissions liability insurance, insurance and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephonetelephone and staff; fees and expenses associated with independent audits, copyingoutside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, secretarial the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other staffprofessionals who provide services to the Company (including, independent auditors in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and outside legal costs; administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and all other expenses incurred in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or the Administrator its affiliates in connection with administering the offering of securities by the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviserOaktree Capital Management, Gladstone Management Corporation L.P. (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated as of September 30, 2019 (the same date hereof “Investment Advisory Agreement”) by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization (a) offering expenses; (b) diligence and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance of the Company’s investments; offerings (c) costs of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock, preferred stock and other securities; investment advisory (e) management and management fees; administration fees, if any, incentive fees payable under this pursuant to the Investment Advisory Agreement; (f) fees payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating making investments and making investmentsvaluing investments (including third-party valuation firms); (g) transfer agent agent, trustee and custodial fees; (h) interest payments and other costs related to the Company’s borrowings; (i) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (j) federal and state registration fees; all costs of registration and (k) any exchange listing the Company’s shares on any securities exchangefees; (l) federal, state and local taxes; (m) independent directors’ fees and expenses; (n) brokerage commissions; (o) costs of winding up and liquidation; (p) litigation, indemnification and other extraordinary or non-reoccurring expenses; (q) dues, fees and charges of any trade association of which the Company is a member; (r) costs of proxy statements, stockholders’ reports and notices; (s) costs of preparing government filings, including periodic and filing current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the (t) fidelity bond, directors liability insurance and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs (u) and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors accountants and outside legal costs; costs and all other direct expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

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

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), Adviser pursuant to that certain Amended and Restated Investment the Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: : (a) accounting, legal, printing, clerical, filing, and other organization and offering; offering expenses incurred by in connection with the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for organization of the Company and in monitoring the initial offering of its shares of its common stock (the “Offering”); (b) expenses with respect to acquisition and disposition of investments, including all costs and fees incident to the identification, selection, and investigation of prospective Company investments, including associated due diligence expenses such as travel expenses and professional fees: (c) brokerage and commission expense and other transaction costs incident to the acquisition and dispositions of investments; (d) federal, state, and local taxes and fees, including transfer taxes and filing fees, incurred by or levied upon the Company’s investments ; (e) interest charges and performing due diligence on its prospective portfolio companies; interest and other fees payable on debt, if any, incurred to finance in connection with borrowings by the Company’s investments; offerings ; (f) fees and expenses payable to the SEC and any fees and expenses of state securities regulatory authorities; (g) expenses of preparing, printing, filing, and distributing reports and notices to stockholders and regulatory bodies including the SEC; (h) costs of proxy solicitation and meetings of stockholders and the Board; (i) charges and expenses of the Company’s common stockcustodian, preferred stock administrator, and other securitiestransfer and dividend disbursing agent; (j) compensation and expenses of the Company’s directors who are not interested persons of the Company or the Adviser, and of any of the Company’s officers who are not interested persons of the Adviser; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants expenses of all directors in attending meetings of the Board or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; stockholders; (k) all costs of registration and listing of the Company’s shares on any securities exchange; federal, state ; (l) legal and local taxes; independent directors’ auditing fees and expenses; , including expenses incident to the documentation for, and consummation of, transactions; (m) costs of preparing and filing reports or other documents required by certificates representing the SEC; costs shares of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance, and any other insurance premiums; direct common stock; (n) costs and expenses of administration, including rent, technology systems, printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors stationery, and outside supplies; (o) the costs of membership by the Company or its directors or executive officers in any trade organizations; (p) expenses associated with litigation and other extraordinary or non-recurring expenses; (q) any insurance premiums (including fidelity bond and directors and officers errors and omission liability insurance premiums); (r) expenses of offering the Company’s common stock and other securities including registering securities under federal and state securities laws; (s) costs of calculating the Company’s net asset value including the costs of third party evaluations or appraisals of the Company (or its assets) or its investments; (t) the costs of providing significant managerial assistance offered to and accepted by the recipient of Company investments; (u) fees and expenses (including expenses incurred by the Adviser) payable to third parties, including agents, consultants, or other advisors in monitoring the financial and legal costsaffairs of the Company and the Company’s investments; and (v) investment advisory and management fees; (w) administration fees, if any, payable under this Agreement; (x) all other costs and expenses directly allocable and identifiable to the Company or its business or investments; and (y) all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Administration Agreement based upon the Company’s allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its obligations under this Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Company’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), Adviser pursuant to that certain Amended and Restated Investment the Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: the cost of its organization and offeringany offerings; the cost of calculating its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debtcompanies and, if anynecessary, incurred to finance enforcing the Company’s investments; offerings of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investmentsrights; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and state registration fees; all costs of registration , any stock exchange listing fees and listing the Company’s shares on any securities exchangefees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents required by with the SECSEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders, stockholders (including printing and mailing costs; ), the Company’s allocable portion costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers and errors and omissions liability insurance, insurance and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephonetelephone and staff; fees and expenses associated with independent audits, copying, secretarial and other staff, independent auditors and outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and all other expenses incurred costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or the Administrator its affiliates in connection with administering the offering of securities by the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the AdministratorOFS Services, the Company shall reimburse the Administrator OFS Services for the costs and expenses incurred by the Administrator OFS Services in performing its obligations hereunder, which shall be equal to an amount based on the Company’s allocable portion (subject to review and providing personnel approval of the Board) of OFS Services’ overhead in performing its obligations under this Agreement, including rent, necessary software licenses and facilities hereundersubscriptions and the allocable portion of the cost of the Company’s officers, including a chief executive officer, chief financial officer, chief compliance officer, chief accounting officer, and corporate secretary, if any, and their respective staffs. The To the extent OFS Services outsources any of its functions, the Company will shall pay the fees associated with such functions on a direct basis without profit to OFS Services. (b) Other than those expenses specifically assumed by the Advisor pursuant to the Investment Advisory Agreement, the Company shall bear all costs and expenses that are incurred in its operation operation, administration and transactions that are not specifically assumed by transactions, including those relating to: (i) organization of the Company; (ii) calculating the Company’s investment adviser, Gladstone Management Corporation net asset value (including the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs cost and expenses to be borne by the Company include, but are not limited to, those relating to: organization of any independent valuation firm); (iii) fees and offering; expenses incurred by the Adviser Advisor payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; companies or otherwise relating to, or associated with, evaluating and making investments; (iv) interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings ; (v) sales and repurchases of the Company’s common stock, preferred stock and other securities; ; (vi) distributions on the Company’s common stock and other securities; (vii) investment advisory and management fees; fees (including in respect of the operations of the Company’s small business investment company subsidiary); (viii) administration feesfees and expenses, if any, payable under this Agreement; fees payable ; (ix) the allocated costs incurred by OFS Services as administrator in providing managerial assistance to third partiesthose portfolio companies of the Company that request it; (x) transfer agent, including agents, consultants or other advisors, relating to, or associated with, evaluating dividend paying and making investments; transfer reinvestment agent and custodial fees; fees and expenses; (xi) out-of-pocket fees and expenses associated with marketing efforts; (xii) federal and state registration fees; ; (xiii) all costs of registration and listing the Company’s shares on any securities exchange; ; (xiv) federal, state and local taxes; ; (xv) independent directors’ fees and expenses; ; (xvi) brokerage commissions; (xvii) costs of preparing and filing reports or other documents required by the SEC; SEC or other regulators; (xviii) costs of any reports, proxy statements or other notices to stockholdersshareholders, including printing costs; ; (xix) the Company’s allocable portion of the any fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; ; (xx) indemnification payments; (xxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (xxii) proxy voting expenses; and and (xxiii) all other expenses incurred by the Company or the Administrator OFS Services in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations obligations, including the Fund’s allocable portion of the costs and expenses of providing personnel and facilities hereunder. The Company will bear all costs , except as otherwise provided herein and expenses that are incurred in its operation and transactions that are not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company Fund and the Adviser, as amended from time to time (the “Advisory Agreement”). Costs Except as specifically provided herein, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will bear all other costs and expenses of the Fund’s operations, administration and transactions, including, but not limited to: (a) investment advisory fees, including management fees and incentive fees, to be borne the Adviser, pursuant to the Advisory Agreement; (b) the Fund’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Company includeAdministrator in performing its administrative obligations under this Agreement, including but not limited to: (i) the Fund’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of The Blackstone Group L.P. or any of its affiliates; and (c) all other expenses of the Fund’s operations and transactions including, without limitation, those relating to: (i) the cost of the Fund’s organization and offering, subject to a cap of 0.10% of the Fund’s total capital commitments (“Capital Commitments”); (ii) the cost of calculating the Fund’s net asset value, including the cost of any third-party valuation services; (iii) the cost of effecting any sales and repurchases of the Fund’s common shares of beneficial interest (“Shares”) and other securities; (iv) fees and expenses payable under any dealer manager and placement agent agreements, if any; (v) debt service (including interest, fees and expenses) and other costs arising out of all borrowings, leverage, guarantees or other financing arrangements, including, but are not limited to, those relating to: organization the arranging thereof; (vi) all fees, costs and offering; expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources; (vii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes; (viii) costs of derivatives and hedging; (ix) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser Adviser, or members of its investment team, or payable to third parties, including agentsin evaluating, consultants or other advisors (such as independent valuation firmsdeveloping, accountants and legal counsel)negotiating, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments structuring and performing due diligence on its prospective portfolio companies; interest , including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights; (x) expenses (including the allocable portions of compensation and fees payable on debtout-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Adviser to the extent such expenses relate to attendance at meetings of the Board of Trustees or any committees thereof; (xi) all fees, costs and expenses, if any, incurred to finance the Company’s investments; offerings by or on behalf of the Company’s common stockFund in developing, preferred stock negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any legal, tax, administrative, accounting, travel and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, forfeited deposits or similar payments; (xii) the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it; (xiii) all brokerage costs, prime brokerage fees, custodial expenses, agent bank and other securities; investment advisory and management bank service fees; administration private placement fees, if anyappraisal fees, payable under this Agreement; fees commitment fees, underwriting costs and commissions, including commissions and other compensation payable to third partiesbrokers or dealers; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, monitoring or disposing of actual investments (including, without limitation, travel, entertainment, lodging and meal expenses, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses); (xiv) investment costs, including agentsall fees, consultants costs and expenses incurred in evaluating, developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, advisory, consulting, engineering and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other advisorsthird parties or capitalized as part of the acquisition price of the transaction) and any costs and expenses associated with vehicles through which the Fund directly or indirectly participate in investments; (xv) transfer agent, relating to, or associated with, evaluating and making investments; transfer dividend agent and custodial fees; ; (xvi) fees and expenses associated with marketing efforts; (xvii) federal and state registration fees; all costs of registration , franchise fees, any stock exchange listing fees and listing the Company’s shares on any securities exchange; federal, state and local taxes; fees payable to rating agencies; (xviii) independent directorstrustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses; , and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees; (xix) costs of preparing financial statements and maintaining books and records, costs of Xxxxxxxx-Xxxxx Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents required with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing; (xx) all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other printing and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the SEC; Fund or the Adviser or its affiliates in connection with such provision of services thereby); (xxi) the costs of any reports, proxy statements or other notices to stockholdersshareholders (including printing and mailing costs) and the costs of any Shareholder or trustee meetings; (xxii) proxy voting expenses; (xxiii) costs associated with the Fund’s Shares being listed on a national securities exchange or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof (including any initial public offering in connection therewith); (xxiv) costs of registration rights granted to certain investors; (xxv) any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith; (xxvi) all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Fund’s affairs; (xxvii) all fees, costs and expenses associated with the Fund’s information, technology, communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates internal research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings, or a combination thereof or other reasonable methods determined by the Administrator)), reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations; (xxviii) the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including printing costs; any development costs incurred prior to the Company’s allocable portion filing of the Fund’s election to be treated as a BDC; (xxix) costs associated with individual or group shareholders; (xxx) fidelity bond, directors trustees and officers and errors and omissions liability insurance, insurance and any other insurance premiums; ; (xxxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, copying and secretarial and other staff; (xxxii) fees, independent auditors costs and outside legal costsexpenses of winding up and liquidating the Fund’s assets; (xxxiii) extraordinary expenses (such as litigation or indemnification); (xxxiv) all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive, in all cases as amended from time to time and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its activities) and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Fund and its activities; (xxxv) costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; and and (xxxvi) all other expenses incurred by the Company or the Administrator in connection with administering the CompanyFund’s business. Pursuant to the Advisory Agreement, including payments under this Agreement based upon the Company’s allocable portion with respect to 4(c)(i) above, if actual organization and offering costs incurred exceed 0.10% of the AdministratorFund’s overhead total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent the Fund’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Fund’s behalf provided that the total organization and offering costs borne by the Fund do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits an offering by a placement agent or similar party will not be considered organization or offering expenses of the CompanyFund for purposes of the Fund’s chief compliance officercap on organization and offering expenses. From time to time, treasurerthe Adviser, chief financial officer the Administrator or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s shareholders, subject to the cap on organization and controller and their respective staffsoffering expenses described above.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services Services of the Administrator, the Operating Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities to each of the New Mountain Funds hereunder. In addition, the Operating Company shall reimburse any affiliate of the Administrator for any costs and expenses incurred by such affiliate on behalf of the Administrator in connection with the Administrator’s provision of services to the New Mountain Funds under this Agreement. The Operating Company will bear all costs and expenses that are incurred in its operation each of the New Mountain Fund’s operation, administration and transactions that are and not specifically assumed by the Operating Company’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of May 19, 2011 by and between the Operating Company and the Adviser. Costs and expenses to be borne by the Operating Company include, but are not limited to, those relating to: organization and the initial public offering; calculating New Mountain Finance’s, the Operating Company’s and AIV Holdings’ respective net asset values (including the cost and expenses of any independent valuation firm); expenses incurred or paid by the Adviser or any affiliate of the Adviser and paid or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisers, in monitoring financial and legal affairs for each of the Company New Mountain Funds and in providing administrative services, monitoring the Operating Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Operating Company’s investments; offerings with respect to New Mountain Finance and the Operating Company, sales and purchases of the CompanyNew Mountain Finance’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisorsadvisers, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; with respect to New Mountain Finance and the Operating Company, all costs of registration and listing the CompanyNew Mountain Finance’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSecurities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholdersstockholders or members, as applicable, including printing costs; the Company’s New Mountain Funds’ allocable portion of the fidelity bond, directors and officers and officers, errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company New Mountain Funds or the Administrator in connection with administering the Company’s New Mountain Funds’ business, including payments under this Agreement based upon the Company’s New Mountain Funds’ allocable portion of the Administrator’s overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of New Mountain Finance’s, the Operating Company’s and AIV Holdings’ chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs. Notwithstanding the foregoing, amounts payable to the Administrator from the Operating Company shall not exceed $3,000,000 for the time period from April 1, 2011 to March 31, 2012, and any expenses incurred in connection with the Registration Rights Agreement, dated May 19, 2011, by and among New Mountain Finance, AIV Holdings, New Mountain Finance Advisers BDC, L.L.C., Xxxxxx X. Xxxxxxx, and the Xxxxxx X. Xxxxxxx Trust shall be paid as specified in such agreement.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Company, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of [________] by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companiescompanies or otherwise relating to, or associated with, evaluating and making investments; interest and fees payable on debt, if any, incurred to finance the Company’s investmentsinvestments and expenses related to unsuccessful portfolio acquisition efforts; offerings of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, fees payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; transfer agent, dividend agent and custodial feesfees and expenses; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSEC or other regulators; costs of any reports, proxy statements or other notices to stockholders, including printing costs; costs associated with individual or groups of stockholders; the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion (subject to the review and approval of our independent directors) of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Company’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs , it being understood and expenses that are incurred agreed that, except as otherwise provided herein or in its operation and transactions that are not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). Costs The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its operation, administration and transactions, including (without limitation): expenses deemed to be borne by the “organization and offering expenses” of the Company includefor purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, but such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are not limited tohereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, those relating to: organization subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and offeringrepurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debtcompanies and, if anynecessary, incurred to finance enforcing the Company’s investmentsrights; offerings of the Company’s common stockescrow agent, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial feesfees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees; all costs of registration , any stock exchange listing fees and listing the Company’s shares on any securities exchangefees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents required by with the SECSEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders, stockholders (including printing and mailing costs); the Company’s allocable portion costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers and errors and omissions liability insurance, insurance and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephonetelephone and staff; fees and expenses associated with independent audits, copying, secretarial and other staff, independent auditors and outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and all other expenses incurred costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or the Administrator its affiliates in connection with administering the offering of securities by the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. . (b) The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “AdviserAdvisor”), pursuant to that certain Amended and Restated the Investment Advisory Agreement, dated the same date hereof by and Management Agreement between the Company Corporation and the AdviserAdvisor. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; valuing the Corporation’s assets and computing its net asset value per share (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser Advisor or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)travel expense, in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and enforcing the Corporation’s rights in respect of such investment; performing due diligence on its the Corporation’s prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; distributions on shares; offerings of the CompanyCorporation’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; transfer agent and custody fees and expenses; the allocated costs of providing managerial assistance to those portfolio companies that require it; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making and disposing of investments; brokerage fees and commissions; the Corporation’s dues, fees and charges of any trade association of which the Corporation is a member; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports reports, registration statements, prospectuses or other documents required by the SEC, including printing costs; costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs; the Companyexpenses of holding stockholder meetings; the Corporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; litigation and indemnification and other extraordinary or non recurring expenses; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, chief financial officer and controller officers and their respective staffs.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. , including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory and Management Agreement, dated the same date hereof as of January [ ], 2013, by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization the Corporation’s organization; calculating the Corporation’s net asset value (including the cost and offeringexpenses of any independent valuation firms); expenses expenses, including travel expense, incurred by the Adviser or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and parties performing due diligence on its prospective portfolio companies, monitoring the Corporation’s investments and, if necessary, enforcing its rights; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s common stock, preferred stock and other securities, if any; investment advisory and management fees; distributions on the Corporation’s shares; administration fees, if any, fees payable under this Agreement; fees the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchangefees; federal, state and local taxes; independent directors’ director fees and expenses; costs of preparing and filing reports or other documents required by with the SEC; costs preparation of any reports, proxy statements or other notices to our stockholders, including printing costs; the CompanyCorporation’s allocable portion of the fidelity bond, ; directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial audit and other staff, independent auditors and outside legal costs; and all other expenses reasonably incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon such as the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, chief financial officer and controller chief compliance officer and their respective staffs. (c) For the one-year period ending on the anniversary of the effective date of this Agreement (the “Anniversary”), the reimbursements required to be made to the Administrator by the Company as set forth above shall be capped such that the amounts payable to the Administrator by the Company under this Agreement will not exceed an amount of $275,000 per year. From and after the Anniversary, the determination of whether the reimbursements required to be made to the Administrator by the Company as set forth above shall be capped (including the determination of the appropriate amount at which to cap such reimbursements) shall be determined by the mutual agreement of the members of the Company’s board of directors and the Administrator.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Company, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company will shall bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of April 1, 2022, by and between the Company and the AdviserAdviser (the “Advisory Agreement”). Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization organizational expenses of the Company; calculating the net asset value of the Company, including the cost and offeringexpenses of any independent valuation firm; fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and investments, performing due diligence on its prospective portfolio companiescompanies or otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by the Adviser and travel and lodging expenses; interest and fees payable on debt, if any, incurred by the Company to finance the Company’s investmentsits investments and expenses related to unsuccessful portfolio acquisition efforts; offerings of the Company’s common stock, preferred stock and other securitiessecurities of the Company, including any public offering of the common stock of the Company; investment advisory and management fees; administration fees, if any, fees and expenses payable under this AgreementAgreement as amended from time to time; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investmentsinvestments in portfolio companies, including costs associated with meeting financial sponsors; fees incurred by the Company for transfer agent, dividend agent and custodial feesfees and expenses; U.S. federal and state registration and franchise fees; all costs of registration and listing of the Company’s shares securities on any securities exchange; U.S. federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSEC or other regulators; costs of any reports, proxy statements or other notices to stockholders, including printing costs; costs associated with individual or group stockholders; costs associated with compliance with the Sxxxxxxx-Xxxxx Act of 2002, as amended, the Company’s allocable portion of the any fidelity bond, directors directors’ and officers and officers’ errors and omissions liability insuranceinsurance policies, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; proxy voting expenses; and any and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments made under this Agreement based upon the Company’s allocable portion (subject to the review and approval of the Company’s independent Directors) of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Company’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs. To the extent the Administrator outsources any of its functions, the Company shall pay the fees associated with such functions on a direct basis without profit to the Administrator.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will shall bear and be solely responsible for all costs and expenses that are incurred in its operation operations and transactions that are not specifically administration and with respect to it transactions, except to the extent assumed by the Company’s investment adviserTriton Pacific Adviser, Gladstone Management Corporation LLC (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and as of June , 2011 between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those fees and expenses relating to: organization organizational and offeringoffering expenses; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants investigation and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance of the Company’s investments; offerings the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock, preferred stock and other securities; investment advisory management and management fees; administration fees, if any, incentive fees payable under this pursuant to such Investment Advisory Agreement; fees payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating making investments and making investmentsvaluing investments (including third-party valuation firms); transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and any exchange listing the Company’s shares on any securities exchangefees (if applicable); federal, state and local taxes; independent directors’ fees and expenses; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and filing current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors liability insurance and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors accountants and outside legal costs; costs and all other direct expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement the administration agreement that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses compensation of the Company’s chief compliance executive officer, treasurer, chief financial officer and controller chief compliance officer, and their respective staffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs , it being understood and expenses that are incurred agreed that, except as otherwise provided herein or in its operation and transactions that are not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Amended and Restated Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). Costs The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses to be borne of its operation, administration and transactions not specifically assumed by the Company includeAdviser pursuant to the Advisory Agreement, but are not limited to, those relating to: including (without limitation): expenses deemed to the “organization and offeringoffering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debtcompanies and, if anynecessary, incurred to finance enforcing the Company’s investmentsrights; offerings of the Company’s common stockescrow agent, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial feesfees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees; all costs of registration , any stock exchange listing fees and listing the Company’s shares on any securities exchangefees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents required by with the SECSEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders, stockholders (including printing and mailing costs); the Company’s allocable portion costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers and errors and omissions liability insurance, insurance and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephonetelephone and staff; fees and expenses associated with independent audits, copyingoutside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, secretarial the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other staffprofessionals who provide services to the Company (including, independent auditors in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and outside legal costs; administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and all other expenses incurred in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or the Administrator its affiliates in connection with administering the offering of securities by the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Fund, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Fund receives from the portfolio companies for providing this assistance. The Company will Fund shall bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyFund’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof Agreement by and between the Company Fund and the AdviserAdviser (as amended from time to time, the “Advisory Agreement”). Costs and expenses to be borne by the Company Fund include, but are not limited to, those relating to: organization (a) organizational expenses of the Fund; (b) calculating the net asset value of the Fund, including the cost and offeringexpenses of any independent valuation firm; (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company Fund and in monitoring the CompanyFund’s investments and investments, performing due diligence on its prospective portfolio companiescompanies or otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by the Adviser and travel and lodging expenses; (d) interest and fees payable on debt, if any, incurred by the Fund to finance the Company’s investmentsits investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the Company’s common stock, preferred stock shares and other securitiessecurities of the Fund, including any public or private offering of the common shares of the Fund; (f) investment advisory fees, including management fees and management incentive fees; (g) administration fees, if any, fees and expenses payable under this AgreementAgreement (as amended from time to time); (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investmentsinvestments in portfolio companies, including costs associated with meeting financial sponsors; (i) fees payable to transaction/brokerage platforms; (j) subscription processing fees and expenses; (k) reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices; (l) fees incurred by the Fund for transfer agent, dividend agent and custodial feesfees and expenses; (m) fees and expenses payable under any managing dealer and selected dealer agreements, if any; (n) U.S. federal and state registration and franchise fees; (o) all costs of registration and listing of the CompanyFund’s shares securities on any securities exchange, if applicable; (p) U.S. federal, state and local taxes; (q) independent directorstrustees’ fees and expenses; (r) costs of preparing and filing reports or other documents required by the SECSEC or other regulators; (s) costs of any reports, proxy statements or other notices to stockholdersshareholders, including printing costs; (t) costs associated with individual or group shareholders; (u) costs of registration rights granted to certain investors, if any; (v) costs associated with compliance with the CompanySxxxxxxx-Xxxxx Act of 2002, as amended; (w) the Fund’s allocable portion of the any fidelity bond, directors trustees’ and officers and officers’ errors and omissions liability insuranceinsurance policies, and any other insurance premiums; (x) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (y) costs and expenses, including travel, meals, accommodations, entertainment and other similar expenses, incurred by the Adviser or its affiliates for meetings with existing investors and any intermediaries, registered investment advisors, financial and other advisors representing such existing investors; (z) proxy voting expenses; and (aa) any and all other expenses incurred by the Company Fund or the Administrator in connection with administering the CompanyFund’s business, including payments made under this Agreement based upon the CompanyFund’s allocable portion (subject to the review and approval of the Fund’s independent trustees) of the Administrator’s overhead in performing its obligations under this Agreement, including rent, fees and expenses associated with performing compliance functions and the allocable portion of the salaries and benefits expenses cost of the CompanyFund’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs. To the extent the Administrator outsources any of its functions, the Fund shall pay the fees associated with such functions on a direct basis without profit to the Administrator.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, subject to the Company shall Expenses Limitation described below, the Company will reimburse the Administrator for the costs and expenses incurred by it on behalf of the Administrator Company in performing its obligations and providing personnel and facilities hereunderunder this Agreement. The Administrator may perform these services directly, may delegate some or all of them through the retention of a sub-administrator and may remove or replace any sub-administrator. The Administrator agrees that it will not charge total fees pursuant to this Agreement that would exceed its reasonable estimate of what a qualified third party would charge to perform substantially similar services. Subject to the Company will Expenses Limitation (as defined below), the Company shall bear and be responsible for all costs costs, expenses and liabilities in connection with the organization, operations, administration and transactions of the Company (“Company Expenses”). Company Expenses shall include, without limitation: (a) Organizational Expenses and expenses that are incurred in its operation associated with the issuance of the Units and transactions that are not specifically assumed organizational expenses of a related entity organized and managed by TCW as a feeder fund for Fund VIII and issuance of interests therein; (b) expenses of calculating the Company’s investment adviser, Gladstone Management Corporation net asset value (including the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs cost and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as of any independent valuation firms, accountants and legal counselfirm), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; (c) fees payable to third parties, including agents, consultants consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring or administering the Company’s investments and performing due diligence reviews of prospective investments and the corresponding Portfolio Companies; (e) costs associated with the Company’s reporting and compliance obligations under the 1940 Act, 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance the Company’s investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees and expenses payable under the Administration Agreement, provided that any such fees payable to the Administrator shall be limited to what a qualified third party would charge to perform substantially similar services; (j) transfer agent agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; (m) federal, state and local taxestaxes and other governmental charges assessed against the Company; independent directors(n) Independent Directors’ fees and expensesexpenses and the costs associated with convening a meeting of the Board or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of preparing and filing reports Unitholders or other documents required by the SECholders of any Preferred Units; (p) costs of any reports, proxy statements or other notices to stockholdersUnitholders, including printing and mailing costs; (q) costs and expenses related to the preparation of the Company’s financial statements and tax returns; (r) the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying, secretarial and other staff, ; (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company; (u) compensation of other third party professionals to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for the Company, monitoring the investments of the Company and disposing of any such investments; (w) portfolio risk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or sale of securities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying the LLC Agreement or the Advisory Agreement or related documents of the Company or related entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or related entities; and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering the Company’s business. Notwithstanding the foregoing, including payments under this Agreement based upon the Company will not bear more than (a) an amount equal to 10 basis points of the aggregate Commitments of the Company for Organizational Expenses and offering expenses in connection with the offering of Units through the Closing Period and (b) 12.5 basis points of the greater of total commitments or total assets computed annually for Company Expenses (“Company Expenses Limitation”); provided, that, any amount by which actual annual expenses in (b) exceed the Company Expenses Limitation shall be reimbursed to the Company by Adviser in the year such excess is incurred with any partial year assessed and reimbursed on a pro rata basis; and provided, further, that in determining the Company Expenses subject to the Company Expenses Limitation in (b), the following expenses shall be excluded and shall be borne by the Company as incurred without regard to the Company Expenses Limitation in (b): the Management Fee, the Incentive Fee, Organizational and offering expenses (which are subject to the separate cap), amounts incurred in connection with the Company’s allocable portion borrowings (including collateral agent (security trustee) fees, interest, bank fees, legal fees and other transactional expenses arising out of or related to any borrowing or borrowing facility and similar costs), transfer agent fees, federal, state and local taxes and other governmental charges assessed against the AdministratorCompany, out-of-pocket expenses of calculating the Company’s overhead in performing its obligations under this Agreement, net asset value (including rent, the cost and expenses of any independent valuation firm engaged for that purpose and the allocable portion of the salaries costs and benefits expenses of the valuation of the Portfolio Investments performed by the Company’s chief compliance officerindependent auditors in order to comply with applicable Public Company Accounting Oversight Board standards), treasurer, chief financial officer out-of-pocket costs and controller expenses incurred in connection with arranging or structuring investments and their respective staffsongoing operations (including expenses and liabilities related to the formation and ongoing operations of any special purpose entity or entities in connection with an investment), out-of-pocket legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator pertaining to the Company, out-of-pocket costs and expenses relating to any reorganization or liquidation of the Company, directors and officers/errors and omissions liability insurance, and any extraordinary expenses (such as litigation expenses and indemnification payments). Notwithstanding the foregoing, amounts reimbursed pursuant to the Company Expenses Limitation in any year may be carried forward by the Adviser and recouped in future years where the Company Expenses Limitation is not exceeded but in no event will the Company carryforward to future periods the amount by which actual annual Company Expenses for a year exceed the Company Expenses Limitation for more than three years from the date on which such expenses were reimbursed.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will shall bear and be solely responsible for all costs and expenses that are incurred in its operation operations and transactions that are not specifically administration and with respect to it transactions, except to the extent assumed by the Company’s investment adviserTriton Pacific Adviser, Gladstone Management Corporation LLC (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and as of July 27, 2012 between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those fees and expenses relating to: organization organizational and offeringoffering expenses; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants investigation and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance of the Company’s investments; offerings the cost of calculating the Company’s net asset value; the cost of effecting sales and repurchases of shares of the Company’s common stock, preferred stock and other securities; investment advisory management and management fees; administration fees, if any, incentive fees payable under this pursuant to such Investment Advisory Agreement; fees payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating making investments and making investmentsvaluing investments (including third-party valuation firms); transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and any exchange listing the Company’s shares on any securities exchangefees (if applicable); federal, state and local taxes; independent directors’ fees and expenses; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and filing current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors liability insurance and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors accountants and outside legal costs; costs and all other direct expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement the administration agreement that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses compensation of the Company’s chief compliance executive officer, treasurer, chief financial officer and controller chief compliance officer, and their respective staffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including any of the costs and expenses incurred by the Administrator as set forth below in Section 4(oo). If requested to perform significant managerial assistance to portfolio companies of the Company, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company will shall bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation adviser (the “AdviserAdvisor”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof June 18, 2024, by and between the Company and the AdviserAdvisor, as amended from time to time, or another related agreement, written arrangement or set of policies. Costs and expenses to be borne by the Company include, but are not limited to, include those relating to: organization : (a) organizational expenses of the Company; (b) calculating the net asset value of the Company, including the cost and offering; expenses of any independent valuation firm or service; (c) fees and expenses incurred by the Adviser Advisor and payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and investments, performing due diligence on its prospective portfolio companies; , and if necessary, in respect of enforcing the Company’s rights with respect to investments in existing portfolio companies, or otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, research and market data services (including an allocable portion of any research or other service that may be deemed to be bundled for the benefit of the Company), any studies commissioned by the Advisor and travel and lodging expenses; (d) interest and fees payable on debt, if any, incurred by the Company to finance the Company’s its investments; , debt service and all other costs of borrowings or other financing arrangements (including fees and other expenses), and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the Company’s common stock, preferred stock and other securities; securities of the Company, including any public offering of the common stock of the Company; (f) investment advisory and management fees and incentive fees; ; (g) administration fees, if any, fees and expenses payable under this Agreement; Agreement and any sub-administration agreements; (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; investments in portfolio companies, including costs associated with meeting financial sponsors; (i) fees incurred by the Company for escrow agent, transfer agent, dividend agent and custodial fees; fees and expenses; (j) U.S. federal and state registration and franchise fees; ; (k) all costs of registration and listing of the Company’s shares securities on any securities exchange; , including in connection with any quotation or listing of the Company’s securities on a national securities exchange (including through an initial public offering) or a sale of all or substantially all of the Company’s assets to, or a merger or other liquidity transaction with, an entity in which the Company’s shareholders receive shares of a publicly traded company which continues to be managed by the Advisor or an affiliate thereof; (l) fees payable to rating agencies; (m) U.S. federal, state and local taxes; ; (n) independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; ; (o) costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs; ; (p) costs associated with individual or group stockholders, including the costs of any stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; (q) costs of preparing financial statements and maintaining books and records; (r) costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission and other regulatory bodies, and other reporting and compliance costs, and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing; (s) costs associated with compliance with Xxxxxxxx-Xxxxx Act of 2002, as amended; (t) the Company’s allocable portion of the any fidelity bond, directors directors’ and officers and officers’ errors and omissions liability insuranceinsurance policies, and any other insurance premiums; ; (u) direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs; (v) proxy voting expenses; (w) costs of effecting sales and any repurchases of shares of the Company’s common stock and other securities; (x) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events), design and website expenses; (y) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (z) commissions and other compensation payable to brokers or dealers; (aa) costs of information technology and related costs, including costs related to software, hardware and other technological systems (including specialty and custom software); (bb) indemnification payments; (cc) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Company and the amount of any judgment or settlement paid in connection therewith; (dd) extraordinary expenses or liabilities incurred by the Company outside of the ordinary course of its business; (ee) costs of derivatives and hedging; (ff) certain costs and expenses relating to distributions paid on the shares of the Company’s common stock; (gg) all fees, costs and expenses, if any, incurred by or on behalf of the Company in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments, including expenses relating to unconsummated investments that may have been attributable to co-investors had such investments been consummated; (hh) costs and expenses (including travel) in connection with the diligence and oversight of the Company’s service providers; (ii) fees, costs and expenses of winding up and liquidating the Company’s assets; (jj) costs associated with technology integration between the Company’s systems and those of the Company’s participating intermediaries; (kk) all travel and related expenses of the Company’s and Advisor’s directors, officers, managers, agents and employees incurred in connection with attending meetings of the Board or holders of our securities or performing other business activities that relate to the Company; (ll) dues, fees and charges of any trade association of which the Company is a member; (mm) costs associated with events and trainings of the Board (including travel); (nn) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; and (oo) any and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments made under this Agreement based upon the Company’s allocable portion (subject to the review and approval of the Company’s independent directors) of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries costs of the compensation, benefits and benefits related administrative expenses (including travel expenses) of the Company’s officers who provide operational, administrative, legal, compliance, finance and accounting services to the Company, including the Company’s chief compliance officer and chief financial officer, treasurer, chief financial officer and controller and their respective staffsstaffs and other professionals employed by an affiliate of the Administrator who provide services to the Company and assist with the preparation, coordination, and administration of the foregoing or provide other “back-office” or “middle-office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Advisor (or its affiliates) for an allocable portion of the compensation paid by the Advisor (or its affiliates) to such individuals. To the extent the Administrator outsources any of its functions, the Company shall pay the fees associated with such functions on a direct basis without profit to the Administrator.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of for the provision of the services of provided by the AdministratorAdministrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Company shall reimburse the Administrator Administrator, as soon as practicable following the end of each fiscal quarter, for the costs and Company’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the Company’s allocable portion of the cost of the Chief Financial Officer and providing personnel Chief Compliance Officer of the Company, as well as the actual cost of goods and facilities hereunderservices used for the Company and obtained by the Administrator from entities not affiliated with the Company. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Company will performed by it on behalf of the Company; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Company shall bear all costs and expenses that are incurred in its operation operation, administration and in the execution of its transactions that and are not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation MS Capital Partners Adviser Inc. (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated as of September 24, 2020 (as in effect from time to time, the same date hereof “Investment Advisory Agreement”), by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments initial organization costs and performing due diligence on operating costs incurred prior to the filing of its prospective portfolio companieselection to be regulated as a BDC; interest and fees payable on debt, if any, incurred to finance the Company’s investments; costs associated with any private offerings of the Company’s common stock, preferred stock and other securities; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment advisory and management fees; administration feesteam, if any, payable under this Agreement; fees or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the Company’s rights; the base management fee payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the Company; administration fees payable under this Agreement and any sub-administration agreements, including agentsrelated expenses; debt service and other costs of borrowings, consultants senior securities or other advisors, financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, evaluating making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchangefees payable to rating agencies; U.S. federal, state and local taxes; independent directors’ director fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the Xxxxxxxx-Xxxxx Act of 2002, as amended, and attestation and costs of filing reports or other documents required by with the SECSEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to stockholders, the Company’s stockholders (including printing and mailing costs), the costs of any stockholders’ meetings and the costs and expenses of preparations for the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Company’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance, and ; any other necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Company); direct costs fees and expenses of administrationassociated with independent audits, including printingagency, mailing, long distance telephone, copying, secretarial consulting and other staff, independent auditors and outside legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administratorcompensation paid to the Company’s overhead Chief Financial Officer and Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in performing carrying out its obligations administrative services under this Agreement, including rentincluding, but not limited to the fees and expenses associated with performing compliance functions. The presence of an item in or its absence from the foregoing list, on the one hand, and the allocable list of Company expenses set forth in Section 2(b) of Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Company for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the Company. The Administrator shall have the right to elect to waive all or a portion of the salaries reimbursement of such costs and benefits expenses of as Administrator is entitled to be paid by the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffsCompany under this Agreement.

Compensation; Allocation of Costs and Expenses. a. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations hereunder, which shall be equal to an amount based on the Company’s allocable portion (subject to review and providing personnel approval of the Board) of the Administrator’s overhead in performing its obligations under this Agreement, including allocable rent, and facilities hereunderthe allocable portion of the cost of the Company’s officers, including a chief financial officer and chief compliance officer, if any, and their respective staffs. The To the extent the Administrator outsources any of its functions to third parties, the Company may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator. b. Unless the Administrator, on the one hand, or the Advisers, on the other, elect to bear or waive any of the following costs (in their sole and absolute discretion), the Company will bear all other out-of-pocket costs and expenses that are incurred in of its operation operations and transactions that are not specifically assumed by transactions, including, without limitation: (i) the organization of the Company’s investment adviser, Gladstone Management Corporation ; (ii) calculating net asset value (including the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs cost and expenses to be borne by the Company includeof any independent valuation firm); (iii) expenses, but are not limited toincluding travel, those relating to: organization entertainment, lodging and offering; expenses meal expenses, incurred by the Adviser Advisers, or members of their investment teams, or payable to third parties, including agentsin evaluating, consultants or other advisors (such as independent valuation firmsdeveloping, accountants and legal counsel)negotiating, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments structuring and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, including such expenses related to potential investments that were not consummated, and, if anynecessary, incurred to finance enforcing the Company’s investments; offerings of rights; (iv) fees and expenses incurred by the Company’s common stock, preferred stock Administrator (or its affiliates) or the Advisers (and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees their affiliates) payable to third parties, including agents, consultants or other advisors, relating toin monitoring financial and legal affairs for the Company and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and monitoring investments and portfolio companies on an ongoing basis; (v) any and all fees, costs and expenses incurred in connection with the incurrence of leverage and indebtedness of the Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or associated withinterest on the Company’s borrowings and indebtedness (including, evaluating without limitation, any fees, costs, and making investments; expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the account of the Company and in making, carrying, funding and/or otherwise resolving investment guarantees); (vi) offerings, sales, and repurchases of the Company’s common stock and other securities; (vii) fees and expenses payable under any underwriting, dealer manager or placement agent agreements, if any; (viii) investment advisory fees payable under Section 6 of the Investment Advisory Agreement, by and between the Company and Nuveen Xxxxxxxxx Advisors LLC, dated December 31, 2019 (the “Investment Advisory Agreement”); (viv) any applicable administrative agent fees or loan arranging fees incurred with respect to the Company’s portfolio investments by the Advisers, the Administrator or an affiliate thereof; (x) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Company (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); (xi) costs incurred in connection with investor relations, board of directors relations, and with preparing for and effectuating a listing of the Company’s securities on any securities exchange; (xii) transfer agent, dividend agent and custodial fees; fees and expenses; (xiii) federal and state registration fees; ; (xiv) all costs of registration and listing the Company’s shares securities on any securities exchange; ; (xv) federal, state and local taxes; independent directors’ ; (xvi) fees and expenses of the members of the Company’s Board of Directors who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 0000 Xxx) of the Advisers or of the Company (each, a “Non-Interested Director”), including reasonable travel, entertainment, lodging and meal expenses; , and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Non-Interested Directors; (xvii) costs of preparing and filing reports or other documents required by the SEC; SEC or other regulators, and all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Company’s activities and/or other regulatory filings, notices or disclosures of the Advisers and their affiliates relating to the Company and its activities; (xviii) costs of any reports, proxy statements or other notices to stockholdersshareholders, including printing costs; the Company’s allocable portion of the ; (xix) fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; ; (xx) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors auditors, tax preparers and outside legal costs; (xxi) proxy voting expenses; (xxii) all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board of Directors to or on account of holders of the securities of the Company, including in connection with any dividend reinvestment plan or direct stock purchase plan; (xxiii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; (xxiv) the allocated costs incurred by the Advisers and/or the Administrator in providing managerial assistance to those portfolio companies that request it; (xxv) allocable fees and expenses associated with marketing efforts on behalf of the Company; (xxvi) all fees, costs and expenses of any litigation involving the Company or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to Company’s affairs; (xxvii) fees, costs and expenses of winding up and liquidating the Company’s assets; and and (xxviii) all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of for the provision of the services of provided by the AdministratorAdministrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Company shall reimburse the Administrator Administrator, as soon as practicable following the end of each fiscal quarter, for the costs and Company’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the Company’s allocable portion of the cost of the Chief Financial Officer and providing personnel Chief Compliance Officer of the Company, as well as the actual cost of goods and facilities hereunderservices used for the Company and obtained by the Administrator from entities not affiliated with the Company. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Company will performed by it on behalf of the Company; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Company shall bear all costs and expenses that are incurred in its operation operation, administration and in the execution of its transactions that and are not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation MS Capital Partners Adviser Inc. (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated as of [·], 2019 (as in effect from time to time, the same date hereof “Investment Advisory Agreement”), by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments initial organization costs and performing due diligence on operating costs incurred prior to the filing of its prospective portfolio companieselection to be regulated as a BDC; interest and fees payable on debt, if any, incurred to finance the Company’s investments; costs associated with any public or private offerings of the Company’s common stock, preferred stock and other securities; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment advisory and management fees; administration feesteam, if any, payable under this Agreement; fees or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the Company’s rights; the base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the Company; administration fees payable under this Agreement and any sub-administration agreements, including agents, consultants related expenses; debt service and other costs of borrowings or other advisors, financing arrangements; and the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, evaluating making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; all costs any stock exchange listing fees and fees payable to rating agencies; the cost of registration effecting any sales and listing repurchases of the Company’s shares on any securities exchangecommon stock and other securities; U.S. federal, state and local taxes; independent directors’ director fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the Xxxxxxxx-Xxxxx Act of 2002, as amended, and attestation and costs of filing reports or other documents required by with the SECSEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to stockholders, the Company’s stockholders (including printing and mailing costs), the costs of any stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Company’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance, and ; any other necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Company); direct costs fees and expenses of administrationassociated with independent audits, including printingagency, mailing, long distance telephone, copying, secretarial consulting and other staff, independent auditors and outside legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administratorcompensation paid to the Company’s overhead Chief Financial Officer and Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in performing carrying out its obligations administrative services under this Agreement, including rentincluding, but not limited to the fees and expenses associated with performing compliance functions. The presence of an item in or its absence from the foregoing list, on the one hand, and the allocable list of Company expenses set forth in Section 2(b) of Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Company for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the Company. The Administrator shall have the right to elect to waive all or a portion of the salaries reimbursement of such costs and benefits expenses of as Administrator is entitled to be paid by the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffsCompany under this Agreement.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Management Agreement, dated as of [ ], 2011 by and between the Company and the Adviser (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), Adviser pursuant to that certain Amended and Restated Investment the Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization organizational expenses (up to an aggregate of $1,500,000, it being understood and offeringagreed that the Adviser shall bear all organizational expenses of the Company in excess of such amount); calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings sales and purchases of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costsand mailing costs and the costs of any stockholders’ meetings, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; compensation of other professionals (including employees of the Administrator) devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business. Notwithstanding anything to the contrary contained herein, including payments under this Agreement based upon the Company’s Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the Administratorcompensation paid by the Adviser (or its affiliates) to the Company’s overhead in performing its obligations under this AgreementChief Compliance Officer and Chief Financial Officer (based on a percentage of time such individuals devote, including renton an estimated basis, to the business and the allocable portion of the salaries and benefits expenses affairs of the Company’s chief compliance officer). For the avoidance of doubt, treasurer, chief financial officer and controller and their respective staffsthe Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. . (b) The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of [ ], 2012, by and between the Company Corporation and the AdviserAdviser (the “Advisory Agreement”). Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firms); expenses incurred by the Adviser Adviser, Administrator or affiliates thereof, including those payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and performing due diligence on its prospective portfolio companiesinvestments; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s debt, common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares securities on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSEC or any other governmental agency; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the CompanyCorporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; research subscription and market data expenses including, without limitation, news and quotation equipment and services; computer software specific to the business of the Corporation; any unreimbursed expenses incurred in connection with transactions not consummated; routine overhead expenses of Adviser and investment affiliates; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s and the Adviser’s overhead in performing its their obligations under this Agreement and the Advisory Agreement, including rent, and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, officer chief administrative officer and chief financial officer and controller and their respective staffs.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. , including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyAdvisory Corporation’s investment adviser, Gladstone Management Corporation advisor (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of March 13, 2015, by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization the Corporation’s organization; calculating the Corporation’s net asset value (including the cost and offeringexpenses of any independent valuation firms); expenses expenses, including travel expense, incurred by the Adviser or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and parties performing due diligence on its prospective portfolio companies, monitoring the Corporation’s investments and, if necessary, enforcing its rights; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s common stock, preferred stock and other securities, if any; investment advisory and management fees; distributions on the Corporation’s shares; administration fees, if any, fees payable under this Agreement; fees the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchangefees; federal, state and local taxes; independent directors’ director fees and expenses; costs of preparing and filing reports or other documents required by with the SEC; costs preparation of any reports, proxy statements or other notices to our stockholders, including printing costs; the CompanyCorporation’s allocable portion of the fidelity bond, ; directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial audit and other staff, independent auditors and outside legal costs; and all other expenses reasonably incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon such as the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, chief financial officer and controller chief compliance officer and their respective staffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Administrator shall not be entitled to any additional compensation hereunder. The Company will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the Company’s investment adviserFlat Rock Global, Gladstone Management Corporation LLC (the “Adviser”), ) pursuant to that certain Amended and Restated the Investment Advisory Agreement, dated the same date hereof as of May 16, 2017 by and between the Company and the AdviserAdviser (the “Advisory Agreement”). Costs The Company will bear all other costs and expenses to be borne by the Company includeof its operations, but are not limited toadministration and transactions, including (without limitation) those relating to: organization : (1) corporate and offering; organizational expenses incurred by relating to offerings of the Adviser payable to third parties, including agents, consultants or other advisors Shares; (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for 2) the Company and in monitoring cost of calculating the Company’s investments Shares net asset value, including the cost of any third-party valuation services; (3) the cost of effecting sales and performing due diligence on its prospective portfolio companies; repurchases of the Shares and other securities; (4) management and incentive fees payable to Flat Rock Global pursuant to this Agreement; (5) transfer agent and custodial fees; (6) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (7) federal and state registration fees; (8) federal, state and local taxes; (9) interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings ; (10) the fees and expenses of any member of the Board who is not an interested person (as defined in the 0000 Xxx) of the Adviser or a Sub-Adviser; (11) brokerage commissions for the Company’s common stockinvestments; (12) costs of proxy statements; stockholders’ reports and notices; (13) costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws; (14) fidelity bond, preferred stock directors and officers errors and omissions liability insurance and other securitiesinsurance premiums; (15) direct costs such as printing, mailing, long distance telephone and staff costs; investment advisory and (16) fees and management feesexpenses associated with independent accountants, independent and internal audit, and outside legal costs; administration feesand (17) all other offering expenses incurred by Flat Rock Global in performing its obligations. The Adviser will be responsible for payment of any and all offering expenses incurred on behalf of the Company in connection with the Company’s private offering of shares, if anypursuant to a confidential offering memorandum dated , payable under this Agreement; fees payable 2017 (the “Private Offering”). Specifically, the Adviser will not seek or be entitled to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; reimbursement from the Company for any of the following offering expenses: (1) transfer agent fees; (2) fees and custodial fees; expenses associated with marketing efforts (including attendance at investment conferences and similar events); (3) federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and and (4) all other offering expenses incurred by Flat Rock Global in performing its obligations. In addition, for the avoidance of doubt, the foregoing obligation is limited to the Private Offering and the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or the Administrator its affiliates in connection with administering the offering of securities by the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Administrator shall waive its right to be reimbursed in the event that any such reimbursements would cause any distributions to the Company’s stockholders to constitute a return of capital. If requested to perform significant managerial assistance to portfolio companies of the Company, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation adviser (the “AdviserAdvisor”), pursuant to that certain the Amended and Restated Investment Advisory Agreement, dated the same date hereof as of February 1, 2020, by and between the Company and the AdviserAdvisor or any successor agreement. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization (a) calculating the Company’s net asset value (including the cost and offeringexpenses of any independent valuation firm); expenses (b) fees and expenses, including travel expenses, incurred by the Adviser Advisor or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company and in performing due diligence on prospective portfolio companies, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debtand, if anynecessary, incurred to finance enforcing the Company’s rights; (c) costs and expenses related to the formation and maintenance of entities or special purpose vehicles to hold assets for tax, financing or other purposes; (d) expenses related to consummated and unconsummated portfolio investments; offerings (e) debt servicing (including interest, fees and expenses related to the Company’s indebtedness) and other costs arising out of borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arrangements thereof; (f) costs of effecting sales and repurchases of the Company’s common stock, preferred stock and other securities; investment advisory (g) the base management fee and management feesany incentive fee; administration fees(h) dividends and other distributions on the Company’s common stock; (i) fees and expenses incurred in connection with the services of transfer agents, if anydividend agents, payable under this Agreementtrustees, rating agencies and custodians; fees (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) other expenses incurred by the Advisor, the Administrator, the sub-administrator or the Company in connection with administering its business, including payments made to third-party providers of goods or services; (l) amounts payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating evaluating, making and making investmentsdisposing of investments (excluding payments to third-party vendors for financial information services and costs associated with meeting potential sponsors); transfer agent (m) brokerage fees and custodial feescommissions; federal (n) federal, state and state local registration fees; (o) all costs of registration and listing the Company’s shares securities on any securities exchange; federal, state and local (p) taxes; (q) independent directors’ director fees and expenses; (r) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act and applicable U.S. federal and state securities laws, including compliance with the Xxxxxxxx-Xxxxx Act of preparing and filing reports or other documents required by 2002, as amended (the SEC“Xxxxxxxx-Xxxxx Act”); (s) the costs of any reports, proxy statements or other notices to the Company’s stockholders, including printing costs; (t) costs of holding Board of Directors meetings and stockholder meetings; (u) the Company’s allocable portion of the fidelity bond, ; (v) directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; (w) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute, and indemnification and other non-recurring or extraordinary expenses; (x) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors audit and outside legal costs; (y) fees and expenses associated with marketing efforts associated with the offer and sale of the Company’s securities (including attendance at investment conferences and similar events); (z) dues, fees and charges of any trade association of which the Company is a member; (aa) costs of hedging, including the use of derivatives by the Company; (bb) costs associated with investor relations efforts; and (cc) all other expenses reasonably incurred by the Company Company, the Administrator or the Administrator sub-administrator in connection with administering the Company’s business, including payments such as the allocable portion of overhead under this Agreement based upon Agreement, including rent and the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, costs and the allocable portion of the salaries and benefits expenses of the Company’s its chief compliance officer, treasurer, chief financial officer and controller officer, general counsel, secretary and their respective staffs, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s internal control assessment required under the Xxxxxxxx-Xxxxx Act. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Corporation, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Corporation receives from the portfolio companies for providing this assistance. The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of [ ], 2011 by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and performing due diligence (including related legal expenses) on its prospective portfolio companiescompanies and expenses related to unsuccessful portfolio acquisition efforts; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, fees payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; costs associated with individual or groups of stockholders; the CompanyCorporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs. At its election, the Administrator may elect to receive payment under this Agreement in the form of a percentage of assets under management by the Corporation, rather than based on the sum of the actual expenses accrued. Such percentage shall be in an amount mutually agreed by the Administrator and the Corporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of for the provision of the services of provided by the AdministratorAdministrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Company shall reimburse the Administrator Administrator, as soon as practicable following the end of each fiscal quarter, for the costs and Company’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the Company’s allocable portion of the cost of the Chief Financial Officer and providing personnel Chief Compliance Officer of the Company, as well as the actual cost of goods and facilities hereunderservices used for the Company and obtained by the Administrator from entities not affiliated with the Company. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Company will performed by it on behalf of the Company; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Company shall bear all costs and expenses that are incurred in its operation operation, administration and in the execution of its transactions that and are not specifically assumed by MS Capital Partners Adviser Inc., the Company’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated as of January 31, 2023 (as in effect from time to time, the same date hereof “Investment Advisory Agreement”), by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization the Company’s initial organizational costs and offeringoperating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any offerings of the Company’s securities; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser Adviser, or members of its investment team, or payable to third parties, including agentsin evaluating, consultants or other advisors (such as independent valuation firmsdeveloping, accountants and legal counsel)negotiating, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments structuring and performing due diligence on its prospective portfolio companies; interest , including any investments that are not ultimately made (including, without limitation, any reverse termination fees and any liquidated damages, commitment fees that become payable on debtin connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments) and monitoring actual portfolio companies and, if anynecessary, incurred to finance enforcing the Company’s investmentsrights; offerings of the base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, fees payable under this AgreementAgreement and any sub-administration agreements, including related expenses; fees arrangement, debt service and other costs of borrowings, senior securities or other financing arrangements; the allocated costs incurred by the Adviser or the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating and making sourcing, evaluating, making, settling, clearing, monitoring, holding or disposing of prospective or actual investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments and dues and expenses incurred in connection with membership in industry or trade organizations; fees and expenses payable under any dealer manager agreements; escrow agent, distribution agent, transfer agent and custodial feesfees and expenses; federal costs of derivatives and hedging; commissions and other compensation payable to brokers or dealers; federal, state and local registration fees; all costs any fees payable to rating agencies; the cost of registration effecting any sales and listing repurchases of the Company’s shares on any securities exchangeunits and other securities, including servicing fees; U.S. federal, state and local taxes; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; independent directors’ director fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the 1940 Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended, and applicable federal and state securities laws, and attestation and costs of filing reports or other documents required by with the SECSEC (or other regulatory bodies) and other reporting and compliance costs, including the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to stockholders, the Company’s unitholders (including printing and mailing costs), the costs of any unitholders’ meetings and the costs and expenses of preparations for the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; fees and expenses associated with marketing efforts; the Company’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance, and ; any other necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Company); direct costs fees and expenses of administrationassociated with independent audits, including printingagency, mailing, long distance telephone, copying, secretarial consulting and other staff, independent auditors and outside legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administratorcompensation paid to the Company’s overhead Chief Financial Officer and Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in performing carrying out its obligations administrative services under this Agreement, including rentincluding, but not limited to, the fees and expenses associated with performing compliance functions. The presence of an item in or its absence from the foregoing list, on the one hand, and the allocable list of Company expenses set forth in Section 2(b) of Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Company for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the Company. The Administrator shall have the right to elect to waive all or a portion of the salaries reimbursement of such costs and benefits expenses of as Administrator is entitled to be paid by the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffsCompany under this Agreement.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for its allocable portion (subject to the review and approval of the Board) of the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in , including its operation and transactions that are not specifically assumed allocable portion of the compensation paid to or compensatory distributions received by the Company’s investment adviserChief Compliance Officer and Chief Financial Officer, Gladstone Management Corporation (and any of their respective staff who provide services to the “Adviser”)Company, pursuant operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s Sxxxxxxx-Xxxxx internal control assessment. Except as otherwise provided herein or in that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). Costs The Company will bear all other costs and expenses to be borne of its operations, administration and transactions, including (without limitation): (i) fees and costs incurred in organizing the Company; (ii) fees and costs associated with calculating net asset value (including the cost and expenses of any independent valuation firm); (iii) expenses, including travel, entertainment, lodging and meal expenses, incurred by the Company includeAdviser, but are or the portfolio managers and other members of the investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not limited toconsummated, those relating to: organization and, if necessary, enforcing the Company’s rights; (iv) fees and offering; expenses incurred by the Adviser (and their affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisers, in monitoring financial and legal affairs for the Company and in monitoring conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and performing due diligence monitoring investments and portfolio companies on its prospective portfolio companiesan ongoing basis; (v) any and all fees, costs and expenses incurred in connection with the incurrence of leverage and indebtedness of the Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest and fees payable on debt, if any, incurred to finance the Company’s investmentsborrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the account of the Company and in making, carrying, funding and/or otherwise resolving investment guarantees); offerings (vi) fees and costs associated with offerings, sales, and repurchases of the Company’s common stock, preferred stock and other securities; investment advisory (vii) fees and management fees; administration feesexpenses payable under any underwriting, dealer manager or placement agent agreements, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.(viii)

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Corporation, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Corporation receives from the portfolio companies for providing this assistance. The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by TPVG Advisers LLC, the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of February 18, 2014, by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: : (a) organization of the Corporation; (b) calculating the Corporation’s net asset value (including the cost and offering; expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in connection with monitoring the financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and investments, performing due diligence on its prospective portfolio companies; companies or otherwise relating to, or associated with, evaluating and making investments; (d) indemnification payments; (e) providing managerial assistance to those portfolio companies that request it; (f) marketing expenses; (g) expenses relating to the development and maintenance of the Corporation’s website; (h) interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; investments and expenses related to unsuccessful portfolio acquisition efforts; (i) offerings of the CompanyCorporation’s common stock, preferred stock and other securities; , including the Offering; (j) investment advisory and management fees; ; (k) administration fees, if any, expenses and/or payouts payable under this Agreement; ; (l) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; , including costs associated with meeting potential financial sponsors; (m) fees and expenses incurred in connection with obtaining debt financing; (n) fees and expenses associated with origination efforts; (o) transfer agent, dividend agent and custodial fees; fees and expenses; (p) federal and state registration fees; ; (q) all costs of registration and of the Corporation’s securities with the appropriate regulatory agencies; (r) all costs of listing the CompanyCorporation’s shares on any securities exchange; ; (s) federal, state and local taxes; ; (t) brokerage commissions; (u) independent directors’ fees and expenses; ; (v) costs of preparing and filing reports or other documents required by the SEC; , Financial Industry Regulatory Authority or other regulators; (w) costs of any reports, proxy statements or other notices to stockholders, including printing costs; ; (x) costs associated with individual or groups of stockholders; (y) the CompanyCorporation’s allocable portion of the any fidelity bond, directors directors’ and officers and errors officers’/errors and omissions liability insuranceinsurance policies, and any other insurance premiums; ; (z) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (aa) and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement between the Company and the Administrator based upon the Company’s allocable portion of the Administrator’s overhead in and other expenses associated with performing its obligations under this Agreement, including rent, the fees and expenses associated with performing compliance functions and the allocable portion of the salaries costs of compensation and benefits related expenses of the CompanyCorporation’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective administrative support staffs. To the extent the Administrator outsources any of its functions, the Corporation will pay the fees associated with such functions on a direct basis without profit to the Administrator. The Administrator is hereby authorized to enter into one or more sub-administration agreements, upon Board approval, with other service providers (each, a sub-administrator) pursuant to which the Administrator may obtain the services of the service providers in fulfilling its responsibilities hereunder. Any such sub-administration agreements shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Company, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company will shall bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of December 31, 2014 by and between the Company and the AdviserAdviser (the “Advisory Agreement”). Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization of the Company; calculations of the net asset value of the Company, including the cost and offeringexpenses of any independent valuation firm; fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in connection with monitoring the financial and legal affairs for of the Company and in monitoring the Company’s investments and investments, performing due diligence on its prospective portfolio companiescompanies or otherwise relating to, or associated with, evaluating and making investments; interest and fees payable on debt, if any, incurred by the Company to finance the Company’s investmentsits investments and expenses related to unsuccessful portfolio acquisition efforts; offerings of the Company’s common stock, preferred stock and other securitiessecurities of the Company, including any public offering of the common stock of the Company; investment advisory and management fees; administration fees, if any, fees and expenses payable under this AgreementAgreement as amended from time to time; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; fees incurred by the Company in connection with the services of transfer agent agents and dividend agents and custodial feesfees and expenses; U.S. federal and state registration and franchise fees; all costs of registration and listing the Company’s shares securities on any securities exchange; U.S. federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSEC or other regulators; costs of any reports, proxy statements or other notices to stockholders, including printing costs; costs associated with individual or group stockholders; costs associated with compliance with the Sxxxxxxx-Xxxxx Act of 2002, as amended, the Company’s allocable portion of the any fidelity bond, directors directors’ and officers and officers’ errors and omissions liability insuranceinsurance policies, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; proxy voting expenses; any and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments made under this Agreement based upon the Company’s allocable portion (subject to the review and approval of the Company’s independent directors) of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Company’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs; and any and all fees and expenses of the escrow account and the escrow agent as described in the Advisory Agreement. To the extent the Administrator outsources any of its functions, the Company shall pay the fees associated with such functions on a direct basis without profit to the Administrator.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. . (b) The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “AdviserAdvisor”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of July 23, 2009 by and between the Company Corporation and the AdviserAdvisor. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; valuing the Corporation’s assets and computing its net asset value per share (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser Advisor or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)travel expense, in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and enforcing the Corporation’s rights in respect of such investment; performing due diligence on its the Corporation’s prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; distributions on shares; offerings of the CompanyCorporation’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; transfer agent and custody fees and expenses; the allocated costs of providing managerial assistance to those portfolio companies that require it; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making and disposing of investments; brokerage fees and commissions; the Corporation’s dues, fees and charges of any trade association of which the Corporation is a member; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports reports, registration statements, prospectuses or other documents required by the SEC, including printing costs; costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs; the Companyexpenses of holding shareholder meetings; the Corporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; litigation and indemnification and other extraordinary or non recurring expenses; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, chief financial officer and controller officers and their respective staffs.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. , including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation advisor (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of [ ], by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization the Corporation’s organization; calculating the Corporation’s net asset value (including the cost and offeringexpenses of any independent valuation firms); expenses expenses, including travel expense, incurred by the Adviser or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and parties performing due diligence on its prospective portfolio companies, monitoring the Corporation’s investments and, if necessary, enforcing its rights; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s common stock, preferred stock and other securities, if any; investment advisory and management fees; distributions on the Corporation’s shares; administration fees, if any, fees payable under this Agreement; fees the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchangefees; federal, state and local taxes; independent directors’ director fees and expenses; costs of preparing and filing reports or other documents required by with the SEC; costs preparation of any reports, proxy statements or other notices to our stockholders, including printing costs; the CompanyCorporation’s allocable portion of the fidelity bond, ; directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial audit and other staff, independent auditors and outside legal costs; and all other expenses reasonably incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon such as the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, chief financial officer and controller chief compliance officer and their respective staffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Corporation, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Corporation receives from the portfolio companies for providing this assistance. The Company will Corporation shall bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the Company’s Corporation's investment adviser, Gladstone Management Corporation adviser (the “"Adviser”), ") pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof September 6, 2023, by and between the Corporation and the Adviser, as amended from time to time (the "Advisory Agreement"), or another related agreement, written arrangement or set of policies; provided that the Corporation has commenced operations. For purposes of this Agreement, the date on which the Corporation has "commenced operations" shall be the date on which the Corporation has first called capital commitments of any subscribers of the Corporation who are not "affiliated persons" (as defined in the Investment Company and Act) of the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, Corporation include those relating to: organization : (a) organizational expenses of the Corporation; (b) calculating the net asset value of the Corporation, including the cost and offering; expenses of any independent valuation firm or service; (c) fees and expenses incurred by the Adviser and payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company Corporation and in monitoring the Company’s investments and Corporation's investments, performing due diligence on its prospective portfolio companies; , and if necessary, in respect of enforcing the Corporation's rights with respect to investments in existing portfolio companies, or otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, research and market data services (including an allocable portion of any research or other service that may be deemed to be bundled for the benefit of the Corporation), any studies commissioned by the Adviser and travel and lodging expenses; (d) interest and fees payable on debt, if any, incurred by the Corporation to finance the Company’s its investments; , debt service and all other costs of borrowings or other financing arrangements (including fees and other expenses), and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the Company’s common stock, preferred stock and other securities; securities of the Corporation, including any public offering of the common stock of the Corporation; (f) investment advisory and management fees and incentive fees; ; (g) administration fees, if any, fees and expenses payable under this Agreement; Agreement and any sub-administration agreements; (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; investments in portfolio companies, including costs associated with meeting financial sponsors; (i) fees incurred by the Corporation for escrow agent, transfer agent, dividend agent and custodial fees; fees and expenses; (j) U.S. federal and state registration and franchise fees; ; (k) all costs of registration and listing of the Company’s shares Corporation's securities on any securities exchange; , including in connection with any quotation or listing of the Corporation's securities on a national securities exchange (including through an initial public offering) or a sale of all or substantially all of the Corporation's assets to, or a merger or other liquidity transaction with, an entity in which the Corporation's shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof; (l) fees payable to rating agencies; (m) U.S. federal, state and local taxes; ; (n) independent directors’ ' fees and expenses; costs of preparing and filing reports or other documents required by the SEC; ; (o) costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs; ; (p) costs associated with individual or group stockholders, including the Company’s costs of any stockholders' meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; (q) costs of preparing financial statements and maintaining books and records; (r) costs of preparing and filing reports or other documents with the Securities and Exchange Commission, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission and other regulatory bodies, and other reporting and compliance costs, and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing; (s) costs associated with compliance with Xxxxxxxx-Xxxxx Act of 2002, as amended; (t) the Corporation's allocable portion of the any fidelity bond, directors directors' and officers and officers' errors and omissions liability insuranceinsurance policies, and any other insurance premiums; ; (u) direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs; (v) proxy voting expenses; (w) costs of effecting sales and any repurchases of shares of the Corporation's common stock and other securities; (x) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events), design and website expenses; (y) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (z) commissions and other compensation payable to brokers or dealers; (aa) costs of information technology and related costs, including costs related to software, hardware and other technological systems (including specialty and custom software); (bb) indemnification payments; (cc) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Corporation and the amount of any judgment or settlement paid in connection therewith; (dd) extraordinary expenses or liabilities incurred by the Corporation outside of the ordinary course of its business; (ee) costs of derivatives and hedging; (ff) certain costs and expenses relating to distributions paid on the shares of the Corporation's common stock; (gg) all fees, costs and expenses, if any, incurred by or on behalf of the Corporation in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments, including expenses relating to unconsummated investments that may have been attributable to co-investors had such investments been consummated; (hh) costs and expenses (including travel) in connection with the diligence and oversight of the Corporation's service providers; (ii) fees, costs and expenses of winding up and liquidating the Corporation's assets; (jj) costs associated with technology integration between the Corporation's systems and those of the Corporation's participating intermediaries; (kk) all travel and related expenses of the Corporation's and Adviser's directors, officers, managers, agents and employees incurred in connection with attending meetings of the Board or holders of our securities or performing other business activities that relate to the Corporation; (ll) dues, fees and charges of any trade association of which the Corporation is a member; (mm) costs associated with events and trainings of the Board (including travel); (nn) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Corporation's assets for tax or other purposes; and (oo) any and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the Company’s Corporation's business, including payments made under this Agreement based upon the Company’s Corporation's allocable portion (subject to the review and approval of the Corporation's independent directors) of the Administrator’s 's overhead in performing its obligations under this the Administration Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses costs of the Company’s compensation, benefits and related administrative expenses (including travel expenses) of the Corporation's officers who provide operational, administrative, legal, compliance, finance and accounting services to the Corporation, including the Corporation's chief compliance officer and chief financial officer, treasurer, chief financial officer and controller and their respective staffsstaffs and other professionals employed by an affiliate of the Administrator who provide services to the Corporation and assist with the preparation, coordination, and administration of the foregoing or provide other "back-office" or "middle-office" financial or operational services to the Corporation. Notwithstanding anything to the contrary contained herein, the Corporation shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Corporation expenses set forth in Section 2 of the Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Corporation for such expense under either this Agreement or the Advisory Agreement. To the extent the Administrator outsources any of its functions, the Corporation shall pay the fees associated with such functions on a direct basis without profit to the Administrator. For the avoidance of doubt, the Corporation shall be responsible for the costs and expenses set forth in the foregoing clauses (a) through (oo) incurred subsequent to the formation of the Corporation, including during periods prior to the date on which the Corporation commenced operations.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Corporation, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Corporation receives from the portfolio companies for providing this assistance. The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Third Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of May 20, 2024, by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and performing due diligence (including related legal expenses) on its prospective portfolio companiescompanies and expenses related to unsuccessful portfolio acquisition efforts; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, fees payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; costs associated with individual or groups of stockholders; the CompanyCorporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs. For the avoidance of doubt, the costs and expenses to be borne by the Corporation set forth above include the costs and expenses allocable with respect to the provision of in-house legal, tax, or other professional advice and/or services to the Corporation, including performing due diligence on its prospective portfolio companies, as deemed appropriate by the Administrator, where such in-house personnel perform services that would be paid by the Corporation if outside service providers provided the same services, subject to the Board of Directors’ oversight. At its election, the Administrator may elect to receive payment under this Agreement in the form of a percentage of assets under management by the Corporation, rather than based on the sum of the actual expenses accrued. Such percentage shall be in an amount mutually agreed by the Administrator and the Corporation.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Company, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of [ ], 2011 by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization (a) organization; (b) calculating the Company’s net asset value (including the cost and offeringexpenses of any independent valuation firm); expenses (c) fees and expenses, including travel expenses, incurred by the Adviser or payable to third partiesparties in performing due diligence on prospective portfolio companies, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companiesand, if necessary, enforcing the Company’s rights; (d) interest and fees payable on debt, if any, incurred to finance the Company’s investments; (e) costs of offerings of the Company’s common stock, preferred stock and other securities; investment advisory (f) the base management fee and management feesany incentive fee; (g) distributions on the Company’s common stock; (h) administration fees, if any, fees payable to the Administrator under this Agreement; (i) transfer agent and custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating evaluating, making and making disposing of investments; transfer agent (l) brokerage fees and custodial feescommissions; federal and state (m) registration fees; all costs of registration and (n) listing the Company’s shares on any securities exchangefees; federal, state and local (o) taxes; (p) independent directors’ director fees and expenses; (1) costs of preparing associated with the Company’s reporting and filing reports or other documents required by compliance obligations under the SECInvestment Company Act and applicable U.S. federal and state securities laws; (r) the costs of any reports, proxy statements or other notices to the Company’s stockholders, including printing costs; (s) costs of holding stockholder meetings; (t) the Company’s allocable portion of the fidelity bond, ; (u) directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; (v) litigation, indemnification and other non-recurring or extraordinary expenses; (w) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial audit and other staff, independent auditors and outside legal costs; (x) fees and expenses associated with marketing efforts; (y) dues, fees and charges of any trade association of which the Company is a member; and (z) all other expenses reasonably incurred by the Company or the Administrator in connection with administering the Company’s business, including payments such as the allocable portion of overhead under this Agreement based upon Agreement, including rent and the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, costs and the allocable portion of the salaries and benefits expenses of the Company’s its chief compliance officer, treasurer, chief financial officer and controller and their respective staffs. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Administrator shall waive its right to be reimbursed in the event that any such reimbursements would cause any distributions to the Company’s stockholders to constitute a return of capital. If requested to perform significant managerial assistance to portfolio companies of the Company, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. In addition to the reimbursements set forth above, the Company will bear all costs and expenses that are incurred in its operation operations and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation adviser (the “AdviserAdvisor”), pursuant to that certain Amended and Restated the Investment Advisory and Management Agreement, dated the same date hereof as of May 3, 2023, by and between the Company and the AdviserAdvisor or any successor agreement (“Investment Advisory Agreement”). Costs and expenses to be borne by the Company include, but are not limited to, those relating to: (i) “organization and offering expenses” of the Company associated with this offering, as provided for in Conduct Rule 2310(a)(12) of the Financial Industrial Regulatory Authority; (ii) calculating the Company’s net asset value (including the cost and expenses of any independent valuation firms or pricing services); (iii) fees and expenses, including travel expenses, incurred by the Adviser Advisor or payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company and in performing due diligence on prospective portfolio companies, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred (including the cost of consultants hired to finance develop technology systems designed to monitor the Company’s investments) and, if necessary, enforcing the Company’s rights; (iv) costs and expenses related to the formation and maintenance of entities or special purpose vehicles to hold assets for tax, financing or other purposes; (v) expenses related to consummated and unconsummated portfolio investments including, without limitation any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments, including expenses relating to unconsummated investments that may have been attributable to co-investors had such investments been consummated; (vi) debt servicing (including interest, fees and expenses related to the Company’s indebtedness) and other costs arising out of borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arrangements thereof; (vii) offerings of the Company’s common stock, preferred stock (“Common Stock”) and the Company’s other securities; (viii) costs of effecting sales and repurchases of the Company’s Common Stock and other securities, if any; investment advisory (ix) the Base Management Fee and management feesany Incentive Fee (each as defined in the Investment Advisory Agreement); administration fees(x) dividends and other distributions on the Company’s Common Stock; (xi) fees payable, if any, under any distribution manager, intermediary manager or selected intermediary agreements; (xii) fees payable under this Agreementthe Company’s Distribution and Stockholder Servicing Plan adopted pursuant to Rule 12b-1 under the Investment Company Act (the “Distribution and Stockholder Servicing Plan”) (xiii) fees and expenses incurred in connection with the services of representatives, depositories, paying agents, transfer agents, escrow agents, dividend agents, trustees, rating agencies and custodians; fees (xiv) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (xv) other expenses incurred by the Advisor, the Administrator, any Sub-Administrator or the Company in connection with administering its business, including payments made to third-party providers of goods or services and payments to the Administrator that will be based upon the Company’s allocable portion of overhead; (xvi) amounts payable to third parties, including representatives, depositories, paying agents, agents, consultants or other advisors, relating to, or associated with, evaluating evaluating, making and making investmentsdisposing of investments (excluding payments to third-party vendors for financial information services and costs associated with meeting potential sponsors); transfer agent (xvii) fees and custodial feesexpenses associated with marketing efforts associated with the offer and sale of the Company’s securities (including attendance at investment conferences and similar events); federal (xviii) brokerage fees and commissions; (xix) federal, state and local registration fees, including those contemplated by the AIFM Directive or any national private placement regime in any jurisdiction; (xx) all costs of registration and listing qualifying the Company’s shares on securities pursuant to the rules and regulations of the SEC or any securities exchangeother regulatory authority, including those contemplated by the AIFM Directive or any national private placement regime in any jurisdiction; (xxi) federal, state and local taxes; (xxii) independent directors’ director fees and expenses; (xxiii) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act, applicable U.S. federal and state securities laws, including compliance with the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and the AIFM Directive or any national private placement regime in any jurisdiction (including any reporting required in connection with Annex IV of the AIFM Directive); (xxiv) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC) and any agency administering the securities laws of a state, and the compensation of professionals responsible for the foregoing; (xxv) costs associated with individual or group stockholders, including the costs of any reports, proxy statements or other notices to the Company’s stockholders, including printing costscosts and the costs of investor relations personnel responsible for the foregoing and related matters; (xxvi) costs of holding Board of Directors meetings and stockholder meetings, and the compensation of professionals responsible for the foregoing; (xxvii) the Company’s allocable portion fidelity bond; (xxviii) outside legal expenses; (xxix) accounting expenses (including costs and fees of the fidelity bondCompany’s independent accounting firm and fees, disbursements and expenses related to the audit of the Company and the preparation of the Company’s tax information); (xxx) directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; (xxxi) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute, and indemnification and other non-recurring or extraordinary expenses; (xxxii) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors audit and outside legal costs; (xxxiii) dues, fees and charges of any trade association of which the Company is a member; (xxxiv) costs of hedging, including the use of derivatives by the Company; (xxxv) costs associated with investor relations efforts; (xxxvi) proxy voting expenses; (xxxvii) costs of information technology and related costs, including costs related to software, hardware and other technological systems (including specialty and custom software); (xxxiii) fees, costs and expenses of winding up and liquidating the Company’s assets; (xix) costs of preparing financial statements and maintaining books and records; and (xl) all other expenses reasonably incurred by the Company Company, the Administrator or the any Sub-Administrator in connection with administering the Company’s business, including payments such as the allocable portion of overhead under this Agreement based upon Agreement, including rent (if office space is provided by the Administrator) and the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreementcosts, including rentexpenses, and the allocable portion of the salaries compensation and benefits expenses of the Company’s its chief compliance officer, treasurer, chief financial officer and controller officer, general counsel, secretary and their respective staffsstaffs (but not including, for the avoidance of doubt, costs and expenses attributable to the Advisor’s investment professionals acting in such capacity to provide investment advisory and management services pursuant to the Investment Advisory Agreement), operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s internal control assessment required under the Xxxxxxxx-Xxxxx Act; provided however, that any payments made by the Company for activities primarily intended to result in the sale of Common Stock will be paid pursuant to the Distribution and Stockholder Servicing Plan. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Investor Services Administrator, the Company Corporation shall reimburse the Investor Services Administrator for the costs and expenses incurred by the Investor Services Administrator in performing its obligations and providing personnel and facilities hereunder. The Investor Services Administrator shall not be entitled to any additional compensation hereunder. The reimbursement to be received by the Investor Services Administrator in respect of its personnel, overhead and other internal costs related to the Investor Service Administrator’s performance of its obligations under this Agreement shall not exceed $2,700,000 in the aggregate during the initial public offering period for the sale of the Company’s common stock (the “Investor Services Cap” and any such excess, the “Investor Services Excess”). The Investor Services Administrator acknowledges and agrees that neither the Company nor any other person or entity shall have any obligation to pay the Investor Services Excess to the Investor Services Administrator. (b) The Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of [____], 2014, by and between the Company Corporation and the AdviserAdviser (the “Advisory Agreement”). Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firms); expenses incurred by the Adviser Adviser, Investor Services Administrator, Prospect Administration LLC (the “Administrator”), or affiliates thereof, including those payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel, and in the case of the Investor Services Administrator, relating to, or associated with transfer agent and custodial fees), in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and performing due diligence on its prospective portfolio companiesinvestments; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s debt, common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares securities on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSEC or any other governmental agency; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the CompanyCorporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; research, subscription and market data expenses including, without limitation, news and quotation equipment and services; computer software specific to the business of the Corporation; any unreimbursed expenses incurred in connection with transactions not consummated; routine overhead expenses of Adviser and investment affiliates; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s businessbusiness or the Investor Services Administrator in connection with services performed by the Investor Services Administrator under this Agreement, including payments under this Agreement the agreement with the Administrator based upon the CompanyCorporation’s allocable portion of the Administrator’s and the Adviser’s overhead in performing its their obligations under this Agreement and the Advisory Agreement, including rent, and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurerchief administrative officer, and chief financial officer and controller and their respective staffs, and payments under this Agreement based upon the Corporation’s allocable portion of the Investor Services Administrator’s personnel, overhead and other internal costs in performing its obligations under this Agreement (subject to the Investor Services Cap set forth in Section 5(a) hereof).

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Corporation, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Corporation receives from the portfolio companies for providing this assistance. The Company Corporation will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the CompanyCorporation’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of [ ], 2007 by and between the Company Corporation and the Adviser. Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company Corporation and in monitoring the CompanyCorporation’s investments and performing due diligence (including related legal expenses) on its prospective portfolio companiescompanies and expenses related to unsuccessful portfolio acquisition efforts; interest and fees payable on debt, if any, incurred to finance the CompanyCorporation’s investments; offerings of the CompanyCorporation’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, fees payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the CompanyCorporation’s shares on any securities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; costs associated with individual or groups of stockholders; the CompanyCorporation’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs. At its election, the Administrator may elect to receive payment under this Agreement in the form of a percentage of assets under management by the Corporation, rather than based on the sum of the actual expenses accrued. Such percentage shall be in an amount mutually agreed by the Administrator and the Corporation.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, subject to the expenses limitation described below, the Company shall will reimburse the Administrator for the costs and expenses incurred by it on behalf of the Administrator Company in performing its obligations and providing personnel and facilities hereunderunder this Agreement. The Administrator may perform these services directly, may delegate some or all of them through the retention of a sub-administrator and may remove or replace any sub-administrator. The Administrator agrees that it will not charge total fees pursuant to this Agreement that would exceed its reasonable estimate of what a qualified third party would charge to perform substantially similar services. Subject to the Company will expenses limitation as described below, the Company shall bear and be responsible for all costs costs, expenses and liabilities, in connection with the organization, operations, administration and transactions of the Company (“Company Expenses”). Company Expenses shall include, without limitation: (a) Organizational Expenses and expenses that are incurred in its operation associated with the issuance of the Units and transactions that are not specifically assumed organizational expenses of a related entity organized and managed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such TCW as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs a feeder fund for the Company and in monitoring issuance of interests; (b) expenses of calculating the Company’s investments net asset value (including the cost and performing due diligence on its prospective portfolio companiesexpenses of any independent valuation firm); interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; (c) fees payable to third parties, including agents, consultants consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring or administering the Company’s investments and performing due diligence reviews of prospective investments and the corresponding Portfolio Companies; (e) costs associated with the Company’s reporting and compliance obligations under the 1940 Act, 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance the Company’s investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees and expenses payable under the Administration Agreement, provided that any such fees payable to the Administrator shall be limited to what a qualified third party would charge to perform substantially similar services; (j) transfer agent agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; (m) federal, state and local taxestaxes and other governmental charges assessed against the Company; independent directors(n) Independent Directors’ fees and expensesexpenses and the costs associated with convening a meeting of the Board or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of preparing and filing reports Unitholders or other documents required by the SECholders of any Preferred Units; (p) costs of any reports, proxy statements or other notices to stockholdersUnitholders, including printing and mailing costs; (q) costs and expenses related to the preparation of the Company’s financial statements and tax returns; (r) the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying, secretarial and other staff, ; (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company; (u) compensation of other third party professionals to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for the Company, monitoring the investments of the Company and disposing of any such investments; (w) portfolio risk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or sale of securities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying the LLC Agreement or the Advisory Agreement or related documents of the Company or Related Entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or Related Entities; and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering the Company’s business. Notwithstanding the foregoing, including payments under this Agreement based upon the Company’s allocable portion Company will not bear more than (a) an amount equal to 10 basis points of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion aggregate Commitments of the salaries Company for organizational expenses and benefits offering expenses in connection with the offering of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffsUnits.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Administrator shall waive its right to be reimbursed in the event that any such reimbursements would cause any distributions to the Company’s stockholders to constitute a return of capital. If requested to perform significant managerial assistance to portfolio companies of the Company, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation adviser (the “AdviserAdvisor”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of October [ ], 2016 by and between the Company and the AdviserAdvisor. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: (a) initial organization costs incurred prior to the commencement of the Company’s operations up to a maximum of $1.5 million; (b) operating costs incurred prior to the commencement of the Company’s operations; (c) calculating the Company’s net asset value (including the cost and offeringexpenses of any independent valuation firm); expenses (d) fees and expenses, including travel expenses, incurred by the Adviser Advisor or payable to third partiesparties in performing due diligence on prospective portfolio companies, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companiesand, if necessary, enforcing the Company’s rights; (e) interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings (f) costs of effecting sales and repurchases of the Company’s common stock, preferred stock and other securities; investment advisory (g) the base management fee and management feesany incentive fee; administration fees(h) distributions on the Company’s common stock; (i) transfer agent and custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) other expenses incurred by the Advisor, if anythe Administrator or the Company in connection with administering its business, payable under this Agreementincluding payments made to third-party providers of goods or services; fees (l) amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating evaluating, making and making disposing of investments; transfer agent (m) brokerage fees and custodial feescommissions; (n) federal and state registration fees; all costs of registration and (o) any stock exchange listing the Company’s shares on any securities exchangefees; federal, state and local (p) taxes; (q) independent directors’ director fees and expenses; (r) costs of preparing associated with the Company’s reporting and filing reports or other documents required by compliance obligations under the SECInvestment Company Act and applicable U.S. federal and state securities laws; (s) the costs of any reports, proxy statements or other notices to the Company’s stockholders, including printing costs; (t) costs of holding stockholder meetings; (u) the Company’s allocable portion of the fidelity bond, ; (v) directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; (w) litigation, indemnification and other non-recurring or extraordinary expenses; (x) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors audit and outside legal costs; (y) fees and expenses associated with marketing efforts; (z) dues, fees and charges of any trade association of which the Company is a member; and (aa) all other expenses reasonably incurred by the Company or the Administrator in connection with administering the Company’s business, including payments such as the allocable portion of overhead under this Agreement based upon Agreement, including rent and the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, costs and the allocable portion of the salaries and benefits expenses of the Company’s its chief compliance officer, treasurer, chief financial officer and controller and their respective staffs, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s internal control assessment required under the Xxxxxxxx-Xxxxx Act of 2002, as amended. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Company or on the Administrator’s behalf. Specifically, the reimbursements made by the Company to the Administrator shall include, but not be limited to: (i) the allocable portion of the Administrator’s rent for the Company’s General Counsel, Chief Compliance Officer, Chief Financial Officer, and their respective staffs; (ii) the allocable portion of the cost of the Company’s General Counsel, Chief Compliance Officer, Chief Financial Officer and their respective staffs; (iii) costs associated with (a) the monitoring and preparation of regulatory reporting, including registration statement, registration statement amendments, prospectus supplements, proxy statements and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications; and (iv) all fees, costs and expenses associated with the engagement of a Sub-Administrator. (b) The Company will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation management (the “AdviserInvestment Manager”), pursuant to 51810960.1 that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of November 8, 2024, by and between the Company and the AdviserInvestment Manager. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization direct and offering; indirect costs and expenses incurred by the Adviser Investment Manager for office space rental, office equipment, utilities and other non-compensation related overhead allocable to performance of investment advisory services by the Investment Manager, including the costs and expenses of due diligence of potential investments, monitoring performance of the Company’s investments and disposing of investments, serving as directors and officers of portfolio companies, providing managerial assistance to portfolio companies ,enforcing the Company’s rights in respect of its investments and disposing of investments (including, without limitation, the fees and expenses of outside counsel, accountants, consultants, experts and other third party service providers), valuation, pricing and monitoring services, research expenses (including market data, research analytics and news feeds), rating expenses, origination fees, loan servicing, loan administration, due diligence expenses, investment banking and finders’ fees, appraisal fees, clearing and settlement charges, brokerage fees, custodial fees, stamp and transfer taxes, hedging costs, travel expenses, broken deal expenses and expenses associated with developing, licensing implementing, maintaining or upgrading the web portal, website, extranet tools, computer software (including accounting, investor tracking, investor reporting, ledger systems, financial management and cybersecurity) or other administrative or reporting tools (including subscription-based services) for the benefit of the Company; the Company’s organization and offering expenses; expenses incurred in valuing the Company’s assets and computing the Company’s net asset value (including the cost and expenses of any independent valuation firm); fees and expenses incurred by the Administrator or payable to third parties, including agents, consultants or other advisors (such as independent valuation firmsadvisers, accountants or affiliates of the Investment Manager in connection with monitoring financial, legal, regulatory, and legal counsel), in monitoring financial and legal compliance affairs for the Company and in monitoring the Company’s investments and performing due diligence on its the Company’s prospective portfolio companiescompanies or otherwise related to, or associated with, evaluating and making investments and in providing administrative services; interest and any other amounts (including without limitation commitment fees, principal payments, outside counsel fees and agent fees) payable on debt, if any, incurred to finance the Company’s investmentsinvestments and other fees and expenses related to the Company’s borrowings; expenses related to unsuccessful portfolio acquisition efforts; offerings of the Company’s common stock, preferred stock and other securitiessecurities (including underwriting, placement agent and similar fees and commissions); investment advisory fees; third party investor hosting and management feessimilar platforms and service providers; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial feesfees and expenses; federal and state registration fees; all costs of registration and listing the Company’s shares securities on any securities exchange; foreign, U.S. federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC, the Financial Industry Regulatory Authority or other regulators; costs of any reports, proxy statements or other notices to stockholdersshareholders, including printing costs; costs associated with individual or group shareholders; the Company’s allocable portion of the any fidelity bond, directors directors’ and officers and officers’ errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors auditors, third-party investors hosting and similar platforms and service providers, and outside legal costs; expenses associated with shareholder or board meeting meetings; costs of operating any subsidiaries; any indemnification amounts owed by the Company; costs and expenses incurred under any litigation, threatened litigation or governmental regulatory inquiry, involving the Company, its investment or operating activities (including, without limitation, attorneys’ fees, any judgments, settlements or other amounts paid in connection therewith) and all other extraordinary expenses; and all other expenses incurred by or allocable to the Company Company, whether paid by the Company, or the Investment Manager, or the Administrator in connection with administering the Company’s businessbusiness (including without limitation outside counsel, including payments under this Agreement based upon third party valuation, accounting, audit, tax planning, and tax return preparation) and other out-of-pocket expenses and fees), such as the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Company’s chief compliance officerGeneral Counsel, treasurer, chief financial officer Chief Compliance Officer and controller Chief Financial Officer and their respective staffs.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. , including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Company or on the Administrator’s behalf. (b) The Company will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation advisor (the “AdviserAdvisor”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of , 2011, by and between the Company and the AdviserAdvisor. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization the Company’s organization; calculating the Company’s net asset value (including the cost and offeringexpenses of any independent valuation firms); expenses expenses, including travel expense, incurred by the Adviser Advisor or payable to third partiesparties performing due diligence on prospective portfolio companies, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on and, if necessary, enforcing its prospective portfolio companiesrights; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings of the Company’s common stock, preferred stock and other securities, if any; investment advisory and management fees; distributions on the Company’s shares; administration fees, if any, fees payable under this Agreement; fees the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchangefees; federal, state and local taxes; independent directors’ director fees and expenses; costs of preparing and filing reports or other documents required by with the SEC; costs preparation of any reports, proxy statements or other notices to our stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, ; directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.insurance

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Company or on the Administrator’s behalf. Specifically, the reimbursements made by the Company to the Administrator shall include, but not be limited to: (i) the allocable portion of the Administrator’s rent for the Company’s General Counsel, Chief Compliance Officer, Chief Financial Officer, and their respective staffs; (ii) the allocable portion of the cost of the Company’s General Counsel, Chief Compliance Officer, Chief Financial Officer and their respective staffs; (iii) costs associated with (a) the monitoring and preparation of regulatory reporting, including registration statement, registration statement amendments, prospectus supplements, proxy statements and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications; and (iv) all fees, costs and expenses associated with the engagement of a Sub-Administrator. (b) The Company will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation management (the “AdviserInvestment Manager”), pursuant to that certain Amended and Restated Investment Advisory Management Agreement, dated the same date hereof as of [•], 2024, by and between the Company and the AdviserInvestment Manager. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization direct and offering; indirect costs and expenses incurred by the Adviser Investment Manager for office space rental, office equipment, utilities and other non-compensation related overhead allocable to performance of investment advisory services by the Investment Manager, including the costs and expenses of due diligence of potential investments, monitoring performance of the Company’s investments and disposing of investments, serving as directors and officers of portfolio companies, providing managerial assistance to portfolio companies ,enforcing the Company’s rights in respect of its investments and disposing of investments (including, without limitation, the fees and expenses of outside counsel, accountants, consultants, experts and other third party service providers), valuation, pricing and monitoring services, research expenses (including market data, research analytics and news feeds), rating expenses, origination fees, loan servicing, loan administration, due diligence expenses, investment banking and finders’ fees, appraisal fees, clearing and settlement charges, brokerage fees, custodial fees, stamp and transfer taxes, hedging costs, travel expenses, broken deal expenses and expenses associated with developing, licensing implementing, maintaining or upgrading the web portal, website, extranet tools, computer software (including accounting, investor tracking, investor reporting, ledger systems, financial management and cybersecurity) or other administrative or reporting tools (including subscription-based services) for the benefit of the Company; the Company’s organization and offering expenses; expenses incurred in valuing the Company’s assets and computing the Company’s net asset value (including the cost and expenses of any independent valuation firm); fees and expenses incurred by the Administrator or payable to third parties, including agents, consultants or other advisors (such as independent valuation firmsadvisers, accountants or affiliates of the Investment Manager in connection with monitoring financial, legal, regulatory, and legal counsel), in monitoring financial and legal compliance affairs for the Company and in monitoring the Company’s investments and performing due diligence on its the Company’s prospective portfolio companiescompanies or otherwise related to, or associated with, evaluating and making investments and in providing administrative services; interest and any other amounts (including without limitation commitment fees, principal payments, outside counsel fees and agent fees) payable on debt, if any, incurred to finance the Company’s investmentsinvestments and other fees and expenses related to the Company’s borrowings; expenses related to unsuccessful portfolio acquisition efforts; offerings of the Company’s common stock, preferred stock and other securitiessecurities (including underwriting, placement agent and similar fees and commissions); investment advisory fees; third party investor hosting and management feessimilar platforms and service providers; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial feesfees and expenses; federal and state registration fees; all costs of registration and listing the Company’s shares securities on any securities exchange; foreign, U.S. federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC, the Financial Industry Regulatory Authority or other regulators; costs of any reports, proxy statements or other notices to stockholdersshareholders, including printing costs; costs associated with individual or group shareholders; the Company’s allocable portion of the any fidelity bond, directors directors’ and officers and officers’ errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors auditors, third-party investors hosting and similar platforms and service providers, and outside legal costs; expenses associated with shareholder or board meeting meetings; costs of operating any subsidiaries; any indemnification amounts owed by the Company; costs and expenses incurred under any litigation, threatened litigation or governmental regulatory inquiry, involving the Company, its investment or operating activities (including, without limitation, attorneys’ fees, any judgments, settlements or other amounts paid in connection therewith) and all other extraordinary expenses; and all other expenses incurred by or allocable to the Company Company, whether paid by the Company, or the Investment Manager, or the Administrator in connection with administering the Company’s businessbusiness (including without limitation outside counsel, including payments under this Agreement based upon third party valuation, accounting, audit, tax planning, and tax return preparation) and other out-of-pocket expenses and fees), such as the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the Company’s chief compliance officerGeneral Counsel, treasurer, chief financial officer Chief Compliance Officer and controller Chief Financial Officer and their respective staffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in of its operation organization, operations, administration and transactions that are and not specifically assumed by the Company’s investment adviserOaktree Fund Advisors, Gladstone Management Corporation LLC (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated as of [•], 2023 (the same date hereof by and between the Company and the Adviser“Investment Advisory Agreement”). Costs and expenses to be borne by the Company include, but are not limited to, those relating to: (a) all costs, fees, expenses and liabilities incurred in connection with the formation and organization of the Company and offering; the offering and sale of common units of limited liability company interests of the Company (the “Units”), including expenses incurred of registering or qualifying securities held by the Adviser payable to third partiesCompany for sale and blue sky filing fees; (b) diligence and monitoring of the Company’s financial, including agents, consultants or other advisors (such as independent valuation firms, accountants regulatory and legal counsel)affairs, and, if necessary, enforcing rights in monitoring financial and legal affairs respect of investments (to the extent an investment opportunity is being considered for the Company and in monitoring any other funds or accounts managed by the Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other funds and accounts pro rata based on the anticipated allocation of such investment opportunity between the Company and the other funds and accounts); (c) the cost of calculating the Company’s investments net asset value (including third-party valuation firms); (d) the cost of effecting sales and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings repurchases of the Company’s common stock, preferred stock Units and other securities; investment advisory and (e) management fees; administration fees, if any, fees payable under this pursuant to the Investment Advisory Agreement; (f) fees payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating making investments and valuing investments (including third-party valuation firms); (g) retainer, finder’s, placement, adviser, consultant, custodian, sub-custodian, depository (including a depositary appointed pursuant to the national private placement regime in any jurisdiction, a Swiss representative and paying agent or ombudsman appointed pursuant to the Swiss Collective Investment Schemes Act dated June 23, 2006 (as amended) and the implementation thereof (the “CISA”), the Financial Services Act 2018 (the “FinSa”), as well as any similar law, rule or regulation relating to the implementation thereof), transfer agent, trustee, disbursal, brokerage, registration, legal and other similar fees, commissions and expenses attributable to making or holding investments; transfer agent (h) the reporting, filing and custodial other compliance requirements (including expenses associated with the initial registrations, filings and compliance) contemplated by any national private placement regime in any jurisdiction; (i) fees and expenses associated with marketing efforts (including travel and attendance at investment conferences and similar events); (j) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (k) fees, interest and other costs payable on or in connection with any indebtedness; (l) federal and state registration fees and other governmental charges; (m) any exchange listing fees; all costs of registration and listing the Company’s shares on any securities exchange; (n) federal, state and local taxes; (o) independent directors’ fees and expenses; (p) brokerage commissions; (q) costs of proxy statements, Unitholders’ reports and notices and any other regulatory reporting expenses; (r) costs of preparing government filings, including periodic and filing current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the (s) fidelity bond, directors liability insurance and officers and errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including (t) printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors accountants and outside legal costs; (u) costs of winding up and liquidation; (v) litigation, indemnification and other extraordinary or non-recurring expenses; (w) dues, fees and charges of any trade association of which the Company is a member; (x) research and software expenses, quotation equipment and services and other expenses incurred in connection with data services, including subscription costs, providing real-time price feeds, real-time news feeds, securities and company information, and company fundamental data attributable to such investments; (y) costs and expenses relating to investor reporting and communications; (z) all costs, expenses, fees and liabilities incurred in connection with the liquidation of the Company; (aa) all other out-of-pocket expenses, fees and liabilities that are incurred by the Company or by the Adviser on behalf of the Company or that arise out of the operation and activities of the Company, including expenses related to organizing and maintaining persons through or in which investments may be made and the allocable portion of any Adviser costs, including personnel, incurred in connection therewith; (bb) accounting expenses, including expenses associated with the preparation of the financial statements and tax information reporting returns of the Company and the filing of various tax withholding forms and treaty forms by the Company; (cc) the allocable portion of the compensation of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs; and (dd) all other expenses incurred by the Company Administrator, an affiliate of the Administrator or the Administrator Company in connection with administering the Company’s business, including payments under this Agreement based upon to the Administrator or such affiliate in an amount equal to the Company’s allocable portion of overhead and other expenses incurred by the Administrator or such affiliate in performing its obligations and services under this Agreement, such as rent and the Company’s allocable portion of the Administratorcost of personnel attributable to performing such obligations and services, including, but not limited to, marketing, legal and other services performed by the Administrator or such affiliate for the Company. For the avoidance of doubt, the Company will bear its allocable portion of the costs of the compensation, benefits, and related administrative expenses (including travel expenses) of the Company’s overhead in performing its obligations officers who provide operational and administrative services under this Agreement, including renttheir respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Administrator or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. The Company will reimburse the Administrator (or its affiliates) for an allocable portion of the salaries compensation paid by the Administrator (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and benefits expenses affairs of the Company and in acting on behalf of the Company’s chief compliance officer). Additionally, treasurer, chief financial officer the Company will bear all of the costs and controller and their respective staffsexpenses of any sub-administration agreements that the Administrator enters into.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company Corporation will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory and Management Services Agreement, dated the same date hereof as of June 5, 2013 by and between the Company Corporation and the AdviserAdviser (the “Advisory Agreement”). Costs and expenses to be borne by the Company Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offeringoffering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants or and other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring the financial and legal affairs for of the Company and in monitoring Corporation; the cost of calculating the Company’s investments net asset value; the cost of effecting sales and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings repurchases of shares of the Company’s common stock, preferred stock and other securities; investment advisory management and management fees; administration fees, if any, incentive fees payable under this pursuant to Advisory Agreement; fees payable to third parties, including agents, consultants or and other advisors, relating to, or associated with, evaluating making investments and making investments; valuing investments (including third-party valuation firms), transfer agent and custodial fees, fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; all costs of registration and any exchange listing the Company’s shares on any securities exchangefees; federal, state and local taxes; independent directors’ fees and expenses; brokerage commissions; costs of proxy statements; stockholders’ reports and notices; costs of preparing government filings, including periodic and filing current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, insurance and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance copying, telephone, copying, secretarial and other staff, fees of independent auditors accountants and outside legal costs; and all other expenses incurred by the Company Corporation or the Administrator in connection with administering the CompanyCorporation’s business, including payments under this Agreement based upon the CompanyCorporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, subject to the Reimbursement Caps described below, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Subject to the provisions below describing the Reimbursement Caps and the provisions relating to Company Expenses set forth in the LLC Agreement, the Company will bear (including by reimbursing the Adviser or Administrator) all costs and expenses that are incurred in of its operation operations, administration and transactions that are not specifically assumed by transactions, including, without limitation: (a) organizational expenses and expenses associated with the issuance of the Common Units; (b) calculating the Company’s investment adviser, Gladstone Management Corporation net asset value (including the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs cost and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as of any independent valuation firms, accountants and legal counselfirm), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; ; (c) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; ; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring or administering the Company’s investments and performing due diligence reviews of prospective investments and the corresponding portfolio companies; (e) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act, the Securities Exchange Act of 1934 and other applicable federal or state securities laws, (f) interest payable on debt, if any, incurred to finance the Company’s investments or operations; (g) expenses related to sales and purchases of the Company’s Units and other securities; (h) Management Fees and Incentive Fees; (i) administration fees, if any, payable under this Agreement; (j) transfer agent agent, sub-administration and custodial fees; ; (k) federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; ; (l) federal, state and local taxes; independent directors’ taxes or other governmental charges assessed against the Company; (m) fees and expenses; expenses and the costs associated with convening a meeting of preparing and filing reports or other documents required by the SEC; Company; (n) costs of any reports, proxy statements or other notices to stockholdersMembers, including printing costs; and mailing costs and the costs of any Members’ meetings; (o) costs and expenses related to the preparation of the Company’s financial statements and tax returns; (p) the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; ; (q) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying, secretarial and other staff, ; (r) independent auditors and outside legal costs; (s) compensation of other professionals to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; (t) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for the Company, monitoring the investments of the Company and disposing of any such investments; (u) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (v) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or sale of securities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (w) costs and expenses of dissolving the Company and liquidating its assets; and and (x) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering the Company’s business. For the avoidance of doubt, including payments under the Fund will not bear any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. Notwithstanding the foregoing, the Company will not bear (a) more than an amount equal to 10 basis points of the aggregate Commitments of the Company for organization and offering expenses in connection with the offering of Units through the Closing Period and (b) in any calendar year more than an amount equal to 12.5 basis points of the aggregate Commitments of the Company per annum (pro rated for partial years) for its Company Expenses (the caps described in (a) and (b), the “Reimbursement Caps”). For purposes of this Agreement based upon Agreement, “Company Expenses” include all costs and expenses of the Company other than Ordinary Operating Expenses. However, the following amounts shall not be treated as Company Expenses (and will not be subject to the Reimbursement Cap described in clause (b) above): the Management Fee, Incentive Fee, organizational and offering expenses (which are separately subject to the Reimbursement Cap set forth in clause (a) above), amounts payable in connection with the Company’s allocable portion of borrowings (including interest, bank fees, legal fees and other transactional expenses related to any borrowing or borrowing facility and similar costs), costs and expenses relating to the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses liquidation of the Company’s chief compliance officer, treasurertaxes, chief financial officer and controller extraordinary expenses (such as litigation expenses and their respective staffsindemnification payments). If the Reimbursement Cap with regard to Company Expenses applies in any year, the Reimbursement Cap shall be applied first to limit reimbursements to the Administrator and the Adviser before applying the Reimbursement Cap to Company payments to other parties (so that the excess above such Reimbursement Cap is borne by the Administrator and/or the Adviser). If in any year, the amount of payments by the Company to persons other than the Administrator or the Adviser exceeds the Reimbursement Cap, the Company shall in all cases continue to pay such other parties, but the Administrator shall reimburse such excess to the Company or may, at the discretion of the Adviser and Administrator, net such excess amount against amounts due to the Adviser or the Administrator from the Company.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the AdministratorOFS Services, the Company shall reimburse the Administrator OFS Services for the costs and expenses incurred by the Administrator OFS Services in performing its obligations hereunder, which shall be equal to an amount based on the Company’s allocable portion (subject to review and providing personnel approval of the Board) of OFS Services’ overhead in performing its obligations under this Agreement, including rent, necessary software licenses and facilities hereundersubscriptions and the allocable portion of the cost of the Company’s officers, including a chief executive officer, chief financial officer, chief compliance officer, chief accounting officer, and corporate secretary, if any, and their respective staffs. The To the extent OFS Services outsources any of its functions, the Company will shall pay the fees associated with such functions on a direct basis without profit to OFS Services. (b) Other than those expenses specifically assumed by the Advisor pursuant to the Investment Advisory Agreement, the Company shall bear all costs and expenses that are incurred in its operation operation, administration and transactions that are not specifically assumed by transactions, including those relating to: (i) the independent audit of the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs seed-stage financial statements and expenses related to be borne by its registration under the Investment Company includeAct; (ii) offering expenses relating to the Company’s securities offerings, but are not limited to, those relating to: organization including the Company’s initial public offering; (iii) calculating the Company’s net asset value (including the cost and offering; expenses of any independent valuation firm); (iv) fees and expenses incurred by the Adviser Advisor payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counselincluding sub-advisors), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; investments or otherwise relating to, or associated with, evaluating and making investments; (v) interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings ; (vi) sales and repurchases of the Company’s common stock, preferred stock and other securities; ; (vii) distributions on the Company’s common stock and other securities; (viii) investment advisory and management fees; fees payable to the Advisor by the Company or any of its subsidiaries; (ix) administration feesfees and expenses, if any, payable under this Agreement; fees payable to third parties; (x) transfer agent, including agents, consultants or other advisors, relating to, or associated with, evaluating dividend paying and making investments; transfer reinvestment agent and custodial fees; fees and expenses; (xi) out-of-pocket fees and expenses associated with the Company’s marketing efforts; (xii) federal and state registration fees; ; (xiii) all costs of registration and listing the Company’s shares on any securities exchange; ; (xiv) federal, state and local taxes; ; (xv) independent directors’ fees and expenses; ; (xvi) brokerage commissions; (xvii) costs of preparing and filing reports or other documents required by the SEC; SEC or other regulators; (xviii) costs of any reports, proxy statements or other notices to stockholdersshareholders, including printing costs; ; (xix) the Company’s allocable portion of the any fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; ; (xx) indemnification payments; (xxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (xxii) proxy voting expenses; and and (xxiii) all other expenses incurred by the Company or the Administrator OFS Services in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in the Management Agreement, the Administrator (or the Manager, if not the Administrator) shall be solely responsible for the compensation of its investment professionals and its allocable portion of the compensation of any personnel that provide it operational or administrative services, as well as the allocable portion of overhead expenses (including rent, office equipment and utilities) attributable thereto. The Company will Fund shall bear all other fees, costs and expenses that are incurred in connection with its operation operation, administration and transactions and that are not specifically assumed by the Company’s investment adviserAdministrator (or the Manager, Gladstone Management Corporation (if not the “Adviser”), Administrator) pursuant to that certain Amended and Restated Investment Advisory the Management Agreement or the Administrator pursuant to this Agreement, dated the same date hereof by and between the Company and the Adviser. Costs and expenses to be borne by the Company Fund include, but are not limited to, those relating to: (a) the costs and expenses associated with the Fund’s organization and offeringany offerings; expenses incurred by (b) the Adviser payable to third partiescost of calculating the Fund’s net asset value, including agents, consultants or the cost of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Fund’s shares and other advisors securities; (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; d) interest and fees payable on debt, if any, incurred to finance the CompanyFund’s investments; offerings of the Company’s common stock, preferred stock and other securities; investment advisory and management fees; administration fees(e) interest payable on debt, if any, to finance the Fund’s investments; (f) a management fee (the “Management Fee”) payable under this pursuant to the Management Agreement; (g) fees payable to third parties, including agents, consultants or other advisors, parties relating to, or associated with, evaluating and making investments, including legal fees and expenses and fees and expenses associated with performing due diligence reviews of prospective investments and advisory fees as well as expenses associated with such activities; (h) the costs associated with protecting the Fund’s interests in its investments, including legal fees; (j) transfer agent and custodial fees; (k) fees and expenses associated with marketing and investor relations efforts (including attendance at investment conferences and similar events); (l) federal and state registration fees; all (m) any exchange listing fees; (n) federal, state, local and foreign taxes; (o) fees and expenses (including travel and other costs associated with the performance of responsibilities) for the members of the Board whom are not “interested persons” of the Fund or the Manager as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Directors”); (p) brokerage commissions; (q) costs of registration proxy statements, stockholders’ reports and listing the Company’s shares on any securities exchangenotices; federal, state and local taxes; independent directors’ fees and expenses; (r) costs of preparing government filings, including periodic and filing current reports or other documents required by with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion of the (s) fidelity bond, directors liability insurance and officers and errors and omissions liability insurance, and any other insurance premiums; (t) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial telephone and other staff, ; (u) fees and expenses associated with independent auditors audits and outside legal costs; (v) costs associated with the Fund’s reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws; (w) all other fees and expenses payable to third parties retained by the Manager to provide administrative services to the Fund on its behalf pursuant to the Administration Agreement, including but not limited to any sub-administrators or compliance providers; and (x) all other expenses incurred by the Company either the Fund or the Administrator Manager in connection with administering the CompanyFund’s business, including payments made under this the Administration Agreement based upon the CompanyFund’s allocable portion of overhead and other expenses incurred by the Manager in performing its obligations to the Fund under the Administration Agreement, including rent, the fees and expenses associated with performing administrative functions, and the Fund’s allocable portion of the Administrator’s overhead in performing costs of compensation, benefits and related expenses of its obligations under this AgreementChief Financial Officer, Chief Compliance Officer, and any administrative support staff, including rent, and the allocable portion of the salaries and benefits expenses of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffsaccounting personnel.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Company, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company will bear all costs and expenses that are incurred in its operation and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation adviser (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of [ ], 2011 by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: (a) organization and offering; (b) calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); (c) fees and expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companiescompanies or otherwise relating to, or associated with, evaluating and making investments; (d) interest and fees payable on debt, if any, incurred to finance the Company’s investmentsinvestments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the Company’s common stock, preferred stock and other securities; (f) investment advisory and management fees; (g) administration fees, if any, fees payable under this Agreement; (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; (i) transfer agent, dividend agent and custodial feesfees and expenses; (j) federal and state registration fees; (k) all costs of registration and listing the Company’s shares on any securities exchange; (l) federal, state and local taxes; (m) independent directors’ fees and expenses; (n) costs of preparing and filing reports or other documents required by the SECSEC or other regulators; (o) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (p) costs associated with individual or groups of stockholders; (q) the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy voting expenses; and (t) all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion (subject to the review and approval of the Company's independent directors) of the Administrator’s overhead in performing its obligations under this Agreement, including rent, rent and the Company’s allocable portion of the salaries costs and benefits expenses of the Company’s its chief compliance officer, treasurer, chief financial officer and controller and their respective staffs. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunderhereunder in an amount based upon the Company’s allocable portion (subject to review and approval of the Board of Directors). The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation advisor (the “AdviserAdvisor”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of , 2013 by and between the Company and the AdviserAdvisor. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; expenses incurred by the Adviser Advisor payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel)advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companiesTarget Assets or otherwise relating to, or associated with, evaluating and making investments; interest and fees payable on debt, if any, incurred to finance the Company’s investmentsinvestments and expenses related to unsuccessful Target Asset acquisition efforts; offerings offerings, sales and purchases of the Company’s common stock, preferred stock shares of limited liability company interests and other securities; investment advisory and base management feesfees payable under the Advisory Agreement; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; transfer agent, dividend agent and custodial feesfees and expenses; federal and state registration fees; all costs of registration and listing the Company’s shares of limited liability company interests on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SECSecurities and Exchange Commission and other regulators; costs of any reports, proxy statements or other notices to stockholdersmembers, including printing costs; costs associated with individual or groups of members; the Company’s allocable portion of the fidelity bond, directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s allocable portion (subject to review and approval of the Board of Directors) of the Administrator’s overhead in performing its obligations under this Agreement. To the extent the Administrator outsources any of its functions, including rent, and the allocable portion of Company will pay the salaries and benefits expenses of fees associated with such functions on a direct basis without profit to the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffsAdministrator.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will shall bear all costs and expenses that are incurred in its operation operation, administration and in the execution of its transactions that and are not specifically assumed by the Company’s investment adviserAudax Management Company (NY), Gladstone Management Corporation LLC (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated the same date hereof as of [____], 2015(the “Investment Advisory Agreement”), by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments initial organization costs and performing due diligence on operating costs incurred prior to the filing of its prospective portfolio companieselection to be treated as a BDC (up to an aggregate of $[ ]); interest and fees payable on debt, if any, incurred to finance the Company’s investments; costs associated with any offerings of the Company’s common stock, preferred stock and other securities; costs incurred in calculating individual asset values and the Company’s net asset value (including the cost and expenses of any independent valuation firms); expenses, including travel expenses, incurred by the Adviser or members of the Adviser’s investment advisory and management fees; administration feesteam, if any, payable under this Agreement; fees or payable to third parties, incurred in performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; the base management fee payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under this Agreement and any sub-administration agreements, including agents, consultants related expenses; the allocated costs incurred by the Adviser or other advisors, the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, evaluating and making or holding investments; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; U.S. federal, state and local taxes; independent directors’ director fees and expenses; costs of preparing financial statements and maintaining books and records; costs of preparing tax returns; costs of compliance with the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”); attestation costs and costs of filing reports or other documents required by with the SECSEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to stockholders, the Company’s stockholders (including printing and mailing costs), the costs of any stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software for monitoring risk, compliance and overall investments; the Company’s allocable portion of the fidelity bond, ; directors and officers and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; direct costs fees and expenses of administrationassociated with independent audits, including printingagency, mailing, long distance telephone, copying, secretarial consulting and other staff, independent auditors and outside legal costs; and all other expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement for administrative services that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing its administrative obligations under this Agreement, including including, but not limited to rent, the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the salaries costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Company and benefits expenses of any internal audit staff, to the extent internal audit performs a role in the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffsinternal control assessments.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunderhereunder (including costs and expenses incurred by the Administrator in connection with the delegation of its obligations hereunder to any Sub-Administrator), it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, dated as of [ ], 2021, as may be amended from time to time (the “Investment Advisory Agreement”) by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company will bear all costs and expenses that are incurred in its operation operation, administration and transactions that are transactions, and not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation (the “Adviser”), Adviser pursuant to that certain Amended and Restated the Investment Advisory Agreement, dated the same date hereof by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: the cost of its organization and offeringany offerings; expenses incurred by the Adviser payable to third partiescost of calculating its net asset value, including agents, consultants or other advisors (such as independent the cost of any third-party valuation firms, accountants services; the cost of effecting any sales and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on repurchases of its prospective portfolio companies; interest and fees payable on debt, if any, incurred to finance the Company’s investments; offerings of the Company’s common stock, preferred stock and other securities; investment advisory fees and management fees; administration feesexpenses payable under any underwriting agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, payable under this Agreement; fees including travel expenses, incurred by the Adviser, or members of the investment team, or payable to third third-parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; costs, including agentslegal fees, consultants or other advisors, relating to, or associated with, evaluating and making investmentswith compliance under cannabis laws; transfer agent and custodial fees; fees and expenses associated with marketing efforts; federal and state registration fees; all costs of registration any stock exchange listing fees and listing the Company’s shares on any securities exchangefees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents required by with the SECSEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders, stockholders (including printing and mailing costs; ), the Company’s allocable portion costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers and errors and omissions liability insurance, insurance and any other insurance premiums; direct costs and expenses of administration, including printing, mailingmailing and staff; fees and expenses associated with independent audits, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal and consulting costs; and all other expenses costs of winding up; costs incurred by the Company or the Administrator in connection with administering the formation or maintenance of entities or vehicles to hold the Company’s businessassets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, including payments under this Agreement based upon the Company’s Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the Administratorcompensation paid by the Adviser (or its affiliates) to the Company’s overhead in performing its obligations under this AgreementChief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, including renton an estimated basis, and to the allocable portion of the salaries and benefits expenses business affairs of the Company’s chief compliance officer, treasurer, chief financial officer and controller and their respective staffs).

Compensation; Allocation of Costs and Expenses. (a) In full consideration of for the provision of the services of provided by the AdministratorAdministrator under this Agreement, the Company shall will reimburse the Administrator for the its costs and expenses incurred by the Administrator in performing its obligations and providing personnel services hereunder, including the allocable portion of the Administrator’s overhead in performing its obligations under this Agreement. Reimbursement permitted to be made by the Company to the Administrator shall include, but is not limited to the allocable portion of rent and facilities hereunder. the compensation paid to, or compensatory distributions received by, the Company’s officers (including the chief compliance officer and chief financial officer) and any of their respective staff who provide services to the Company, operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s Xxxxxxxx-Xxxxx internal control assessment. (b) The Company will shall bear all costs and expenses that are incurred in its operation operation, administration and in the execution of its transactions that and are not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation Xxxxxx Square BDC Advisor LLC (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated as of [●], 201[●] (the same date hereof “Investment Advisory Agreement”), by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors : (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring i) the Company’s investments initial organization costs and performing due diligence on operating costs incurred prior to the filing of its prospective portfolio companies; interest election to be treated as a BDC; (ii) the costs of effecting sales and fees payable on debt, if any, incurred to finance the Company’s investments; offerings repurchase of shares of the Company’s common stock, preferred stock and other securities; investment advisory ; (iii) costs incurred in calculating the Company’s net asset value (including the cost and management fees; administration fees, if any, payable under this Agreement; expenses of any third-party valuation services); (iv) fees payable to third partiesparties relating to making investments, including agentsthe Adviser’s or its affiliates travel expenses, consultants or research costs and out-of-pocket fees and expenses associated with performing due diligence and review of prospective investments; (v) interest expense and other advisors, relating to, or costs associated with, evaluating and making investments; with the Company’s indebtedness; (vi) transfer agent and custodial fees; ; (vii) out-of-pocket fees and expenses associated with marketing efforts; (viii) federal and state registration fees and any stock exchange listing fees; all costs of registration and listing the Company’s shares on any securities exchange; ; (ix) U.S. federal, state state, and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by expenses associated with the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’s allocable portion independent directors of the Board; (x) brokerage commissions and markups; (xi) fidelity bond, directors directors’ and officers officers’ liability insurance and errors and omissions liability insurance, and any other insurance premiums; ; (xii) direct costs and expenses of administrationcosts, including such as printing, mailing, long distance telephone, copying, secretarial telephone and other staff, ; (xiii) fees and expenses associated with independent auditors audits and outside legal costs; (xiv) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act and other applicable U.S. federal and state securities laws; and all and (xv) other expenses incurred by the Company Administrator or the Administrator Company in connection with administering the Company’s business, including payments under this Agreement agreement that will be based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreementcosts, including rent, rent and the allocable portion of the salaries and benefits expenses cost of the CompanyCorporation’s chief compliance officer, treasurer, officer and chief financial officer and controller and their respective staffs. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Company expenses set forth in Section 2(b) of Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Company for such expense under either Agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the Company.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of for the provision of the services of provided by the AdministratorAdministrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Company shall reimburse the Administrator Administrator, as soon as practicable following the end of each fiscal quarter, for the costs and Company’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the Company’s allocable portion of the cost of the Chief Financial Officer and providing personnel Chief Compliance Officer of the Company, as well as the actual cost of goods and facilities hereunderservices used for the Company and obtained by the Administrator from entities not affiliated with the Company. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Company will performed by it on behalf of the Company; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Company shall bear all costs and expenses that are incurred in its operation operation, administration and in the execution of its transactions that and are not specifically assumed by the Company’s investment adviser, Gladstone Management Corporation Stone Point Credit Adviser LLC (the “Adviser”), ) pursuant to that certain Amended and Restated Investment Advisory Agreement, dated as of [●], 2020 (as in effect from time to time, the same date hereof “Investment Advisory Agreement”), by and between the Company and the Adviser. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments initial organization costs and performing due diligence on operating costs incurred prior to the filing of its prospective portfolio companieselection to be regulated as a BDC; interest and fees payable on debt, if any, incurred to finance the Company’s investments; costs associated with any public or private offerings of the Company’s common stock, preferred stock and other securities; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment advisory and management fees; administration feesteam, if any, payable under this Agreement; fees or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the Company’s rights; the base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the Company; administration fees payable under this Agreement and any sub-administration agreements, including agents, consultants related expenses; debt service and other costs of borrowings or other advisors, financing arrangements; and the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, evaluating making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; all costs any stock exchange listing fees and fees payable to rating agencies; the cost of registration effecting any sales and listing repurchases of the Company’s shares on any securities exchangecommon stock and other securities; U.S. federal, state and local taxes; independent directors’ director fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the Xxxxxxxx-Xxxxx Act of 2002, as amended, and attestation and costs of filing reports or other documents required by with the SECSEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to stockholders, the Company’s stockholders (including printing and mailing costs), the costs of any stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Company’s allocable portion of the fidelity bond, directors and officers and errors and omissions liability insurance, and ; any other necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Company); direct costs fees and expenses of administrationassociated with independent audits, including printingagency, mailing, long distance telephone, copying, secretarial consulting and other staff, independent auditors and outside legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Company or the Administrator in connection with administering the Company’s business, including payments under this Agreement for administrative services that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Administrator’s overhead Administrator in performing carrying out its obligations administrative services under this Agreement, including including, but not limited to rent, the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the salaries costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Company and benefits any internal audit staff, to the extent internal audit performs a role in the Company’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Company expenses set forth in [Section 2(b)] of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Company for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the Company’s chief compliance officer, treasurer, chief financial officer . The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and controller and their respective staffsexpenses as Administrator is entitled to be paid by the Company under this Agreement.