Common use of Fund’s Responsibilities and Expenses Payable by the Fund Clause in Contracts

Fund’s Responsibilities and Expenses Payable by the Fund. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser and not by the Fund. The Fund will bear all other costs and expenses of its operations and transactions, including (without limitation) 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 Fund and in monitoring the Fund’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Fund’s investments; offerings of the Fund’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Fund and Gladstone Administration, LLC (the “Administrator”), the Fund’s administrator; 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 Fund’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 Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Fund’s allocable portion of the fidelity bond, directors 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 Fund or the Administrator in connection with administering the Fund’s business, including payments under the Administration Agreement between the Fund and the Administrator based upon the Fund’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Fund’s chief compliance officer, chief financial officer, controller and their respective staffs.

Fund’s Responsibilities and Expenses Payable by the Fund. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser and not by the Fund. The Fund will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) those relating to: organization and offeringthe Fund’s organization; calculating the Fund’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by effecting sales and repurchases of the Adviser Fund’s shares and other securities; interest payable on debt, if any, to finance the Fund’s investments; fees payable to third parties, including agents, consultants or other advisors (such as independent valuation firmsadvisors, accountants and legal counsel)relating to, in or associated with, monitoring the Fund’s financial and legal affairs for the Fund and in Fund, providing administrative services, monitoring the Fund’s investments and evaluating and making investments, including fees and expenses associated with performing due diligence on its reviews of prospective portfolio companiesinvestments and advisory fees; interest payable on debt, if any, incurred transfer agent and custodial fees; fees and expenses associated with marketing efforts to finance the extent permitted by a plan of distribution adopted by the Board ; costs associated with the Fund’s investmentsreporting and compliance obligations under the Investment Company Act, the Securities Exchange Act of 1934 and other applicable federal and state securities laws, and ongoing stock exchange fees; offerings federal, state and local taxes; independent trustees’ fees and expenses; brokerage commissions; costs of proxy statements, shareholders’ reports and other communications with shareholders, including printing costs; the Fund’s common stock allocable portion of the fidelity bond, directors’ and officers’ liability insurance, errors and omissions liability insurance and other securitiesinsurance premiums; direct costs and expenses of administration, including printing, mailing, telephone and staff; fees and expenses associated with independent audits and outside legal costs; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Fund and Gladstone Administration, Mount Logan Management LLC (the “Administrator”), the Fund’s administrator; 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 Fund’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 Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Fund’s allocable portion of the fidelity bond, directors 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 Fund or the Administrator in connection with administering the Fund’s business, including payments under the Administration Agreement between the Fund and the Administrator based upon the Fund’s allocable portion of the Administrator’s overhead in and other expenses associated with performing its obligations under the Administration Agreement, including rent rent, the fees and expenses associated with performing compliance functions and the allocable portion of the cost costs of compensation and related expenses of the Fund’s chief compliance officer, officer and chief financial officer, controller officer and their respective administrative support staffs. For the avoidance of doubt, the parties agree that the Fund will bear all expenses associated with contractual obligations of the Fund existing prior to the effective date of this Agreement, including those that may become unnecessary or redundant but cannot be terminated.

Fund’s Responsibilities and Expenses Payable by the Fund. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser and not by the Fund. The Fund will bear all other costs and expenses of its operations and transactions, including (without limitation) 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 Fund and in monitoring the Fund’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Fund’s investments; offerings any direct expenses of issue, sale, underwriting, distribution, redemption or repurchase of the Fund’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Fund and Gladstone Administration, LLC (the “Administrator”), the Fund’s administrator; 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 Fund’s shares on any securities exchange; federal, state and local taxes; independent DirectorsTrustees’ fees and expenses; costs of preparing and filing prospectuses, statements of additional information, reports or other documents required by the Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholderssecurityholders, including printing costs; the Fund’s allocable portion of the fidelity bond, directors trustees 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 Fund or the Administrator in connection with administering the Fund’s business, including payments under the Administration Agreement between the Fund and the Administrator based upon the Fund’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Fund’s chief compliance officer, chief financial officer, controller controller, general counsel, chief valuation officer and other non-investment advisory personnel and their respective staffs. Transfer agent expenses, expenses of preparation, printing and mailing prospectuses, statements of additional information, proxy statements and reports to shareholders, and organizational expenses and registration fees, identified as belonging to a particular share class of the Fund shall be allocated to such class.

Fund’s Responsibilities and Expenses Payable by the Fund. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser and not by the Fund. The Fund will bear all other costs and expenses of its operations operations, administration and transactions, including (without limitation) those relating to: organization and offeringthe Fund’s organization; calculating the Fund’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by effecting sales and repurchases of the Adviser Fund’s shares and other securities; interest payable on debt, if any, to finance the Fund’s investments; fees payable to third parties, including agents, consultants or other advisors (such as independent valuation firmsadvisors, accountants and legal counsel)relating to, in or associated with, monitoring the Fund’s financial and legal affairs for the Fund and in Fund, providing administrative services, monitoring the Fund’s investments and evaluating and making investments, including fees and expenses associated with performing due diligence on its reviews of prospective portfolio companiesinvestments and advisory fees; interest payable on debt, if any, incurred transfer agent and custodial fees; fees and expenses associated with marketing efforts to finance the extent permitted by a plan of distribution adopted by the Board ; costs associated with the Fund’s investmentsreporting and compliance obligations under the Investment Company Act, the Securities Exchange Act of 1934 and other applicable federal and state securities laws, and ongoing stock exchange fees; offerings federal, state and local taxes; independent trustees’ fees and expenses; brokerage commissions; costs of proxy statements, shareholders’ reports and other communications with shareholders, including printing costs; the Fund’s common stock allocable portion of the fidelity bond, directors’ and officers’ liability insurance, errors and omissions liability insurance and other securitiesinsurance premiums; direct costs and expenses of administration, including printing, mailing, telephone and staff; fees and expenses associated with independent audits and outside legal costs; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Fund and Gladstone Administration, BC Partners Management LLC (the “Administrator”), the Fund’s administrator; 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 Fund’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 Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Fund’s allocable portion of the fidelity bond, directors 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 Fund or the Administrator in connection with administering the Fund’s business, including payments under the Administration Agreement between the Fund and the Administrator based upon the Fund’s allocable portion of the Administrator’s overhead in and other expenses associated with performing its obligations under the Administration Agreement, including rent rent, the fees and expenses associated with performing compliance functions and the allocable portion of the cost costs of compensation and related expenses of the Fund’s chief compliance officer, officer and chief financial officer, controller officer and their respective administrative support staffs. For the avoidance of doubt, the parties agree that the Fund will bear all expenses associated with contractual obligations of the Fund existing prior to the effective date of this Agreement, including those that may become unnecessary or redundant but cannot be terminated.

Fund’s Responsibilities and Expenses Payable by the Fund. (a) All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, will shall be provided and paid for by the Adviser and not by the Fund. The Fund will shall bear all other costs and expenses of its operations and transactions, including (without limitation) those relating to: organization and offering(a) organizational expenses of the Fund; (b) calculating the Fund’s net asset value (and net offering price of the Fund, including the cost and expenses 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 Fund and in monitoring the Fund’s investments and investments, performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Fund’s investments; offerings of the Fund’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Fund and Gladstone Administration, LLC (the “Administrator”), the Fund’s administrator; fees payable to third parties (including agents, consultants companies or other advisors) otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by the Adviser and travel and lodging expenses; (d) interest payable on debt, if any, incurred by the Fund to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the common shares and other securities of the Fund, including any public or private offering of the common shares of the Fund; (f) investment advisory fees, including management fees and incentive fees; (g) administration fees and expenses payable under the administration agreement (as amended from time to time, the “Administration Agreement”), between the Fund and the Fund’s administrator (the “Administrator”); (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments 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 Fund’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 Securities and Exchange CommissionSEC, state securities regulators 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 Xxxxxxxx-Xxxxx Act of 2002, as amended; (w) the Fund’s allocable portion of the any fidelity bond, directors trustees’ 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 Fund or the Administrator in connection with administering the Fund’s business, including payments made under the Administration Agreement between the Fund and the Administrator based upon the Fund’s allocable portion (subject to the review and approval of the Fund’s independent trustees) of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Fund’s chief compliance officer, officer and chief financial officer, controller officer and their respective staffs. (b) In addition to the compensation paid to the Adviser pursuant to Section 3, the Fund shall reimburse the Adviser for all expenses of the Fund incurred by the Adviser as well as the actual cost of goods and services used for or by the Fund and obtained from entities not affiliated with the Adviser. The Adviser or its affiliates may be reimbursed for the administrative services performed by it or such affiliates on behalf of the Fund pursuant to any separate administration or co-administration agreement with the Adviser; however, no reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be: (i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and (ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of trustees, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.

Fund’s Responsibilities and Expenses Payable by the Fund. All investment professionals of the Adviser and their respective staffsits staff, when and to the extent engaged in providing investment advisory and management services hereunderrequired to be provided by the Adviser under Section 1(a) hereof, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser and not by the Fund. The Fund will bear all other costs and expenses of its operations and transactions, including (without limitation) those relating to: organization and offering; : (a) organizational expenses of the Fund; (b) calculating the Fund’s 's net asset value (value, including the cost and expenses of any independent valuation firm); firms or pricing services; (c) 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 Fund and in monitoring the Fund’s 's investments (including the cost of consultants hired to develop information technology systems designed to monitor the Fund's investments), and performing due diligence on its prospective portfolio companies; ; (d) interest payable on debt, if any, incurred by the Fund to finance the Fund’s 's investments; ; (e) offerings of the Fund’s 's common stock shares of beneficial interest ("Shares") and the Fund's other securities; ; (f) the costs of effecting any repurchases of the Shares and the Fund's other securities, if any; (g) investment advisory fees, including management fees and management incentive fees; , payable under this Agreement; (h) administration feesfees and expenses, if any, payable under the administration agreement dated as of August 12, 2024 (as amended from time to time, the "Administration Agreement Agreement"), between the Fund and Gladstone Administration, Ares Operations LLC (the “"Administrator”"); (i) fees payable, if any, under any intermediary manager or selected intermediary agreements (or similar agreements with respect to the distribution of the Shares or securities of the Fund’s administrator; ); (j) fees payable to third parties (parties, including agents, consultants or other advisors) , relating to, or associated with, evaluating and making investments; , including payments to third party vendors for financial information services; (k) transfer agent, escrow agent, dividend agent and custodial fees; fees and expenses; (l) federal and state registration and franchise fees; ; (m) all costs of registration and listing the Fund’s shares 's Shares or any other securities on any securities exchange; ; (n) federal, state and local taxes; independent Directors’ ; (o) fees and expenses; expenses of trustees who are not "interested persons" (as such term is defined in Section 2(a)(19) of the Investment Company Act) of the Fund or the Adviser ("Independent Trustees"); (p) costs of preparing and filing reports or other documents required by governmental bodies (including the Securities and Exchange Commission; SEC or any agency administering the securities laws of a state); (q) costs of any reports, proxy statements or other notices to stockholdersshareholders, including printing printing, mailing and other related costs; ; (r) commissions and other compensation payable to brokers or dealers; (s) the Fund’s 's allocable portion of the fidelity bond, directors trustees and officers/errors and omissions liability insurance, and any other insurance premiums; ; (t) outside legal expenses; (u) accounting expenses (including fees and disbursements and expenses related to the audit of the Fund and the preparation of the Fund's tax information); (v) direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff; (w) the allocated costs incurred by the Adviser and/or the Administrator in providing managerial assistance to those portfolio companies that request it; (x) any expenses incurred outside of the ordinary course of business, independent auditors including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceedings and outside legal costsindemnification expenses as provided for in the Fund’s organizational documents; and and (y) all other expenses incurred by the Fund or the Administrator in connection with administering the Fund’s 's business, including payments made under the Administration Agreement between the Fund and the Administrator based upon the Fund’s 's allocable portion of the Administrator’s 's overhead in performing its obligations under the Administration Agreement, including rent (if office space is provided by the Administrator) and the allocable portion of the cost costs of the Fund’s chief compliance officer, chief financial officer, controller 's officers and their respective staffsstaffs (including travel expenses). Nothing contained herein shall be construed to restrict the Fund’s right to contract for services to be performed by third parties.

Fund’s Responsibilities and Expenses Payable by the Fund. All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser and not by the Fund. The Fund will bear all other costs and expenses of its operations and transactions, including (without limitation) 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 Fund and in monitoring the Fund’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Fund’s investments; offerings of the Fund’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Fund and Gladstone Administration, LLC (the “Administrator”), the Fund’s administrator; fees payable to third parties (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 Fund’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 Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Fund’s allocable portion of the fidelity bond, directors 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 Fund or the Administrator in connection with administering the Fund’s business, including payments under the Administration Agreement between the Fund and the Administrator based upon the Fund’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Fund’s chief compliance officer, officer and chief financial officer, controller officer and their respective staffs.

Fund’s Responsibilities and Expenses Payable by the Fund. (a) All investment professionals personnel of the Adviser and their respective staffsAdviser, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser and not by the Fund. , except as provided below. (b) The Fund will bear all other costs and expenses of its operations and investment activities, operations, administration, transactions, including (meetings or liquidation, including, without limitation, legal, accounting, tax, auditing, consulting and other professional expenses (including, without limitation, expenses relating to establishing reputation and public relations in connection with self-sourced lending or other financial transactions); the Management Fee (as defined below) those relating to: organization and offeringIncentive Compensation (as defined below); calculating the Fund’s net asset value professional liability insurance (including the cost costs relating to directors’ and officers’ liability insurance and errors and omissions insurance); research and market data expenses; interest on indebtedness; custodial fees; bank service fees; investment-related fees and expenses (such as third-party sourcing fees, fees and expenses of any independent valuation firm)legal and other professionals, due diligence expenses and travel, lodging and meal expenses) related to the analysis, purchase or sale of investments, whether or not the investments are consummated; expenses incurred by the Adviser payable related to third partiesspecial purpose vehicles (including, including agentswithout limitation, consultants or other advisors (such as independent valuation firms, accountants and legal counseloverhead expenses related thereto), in monitoring financial and legal affairs for the Fund and in monitoring the Fund’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Fund’s investments; offerings other expenses related to the purchase, monitoring, sale, settlement, custody or transmittal of Fund assets (directly or through trading Affiliates) as will be determined by the Adviser (or, following the BDC Conversion, an Affiliate thereof, as applicable) in its sole discretion (including costs associated with systems and software used in connection with investment- related activities); costs of reporting to investors and investor meetings (including meetings of the Advisory Committee and reasonable expenses incurred by members of the Advisory Committee in connection with their attendance); administration fees and expenses charged by any third-party provider of administration services; entity-level taxes; expenses relating to the offer, transfer, sale and marketing of Interests in the Fund (other than any private placement fees or expenses incurred in connection with the sale of Interests or interests in the BDC Vehicle prior to an initial public offering (including a Qualified IPO, an “IPO”), which will instead be borne by the General Partner and/or the Adviser); organizational fees and expenses of the Fund or any Parallel Investment Entity (including legal, accounting, consulting, filing and other direct organizational costs, but excluding any costs and expenses incurred in connection with the BDC Conversion or an IPO) up to an aggregate amount not to exceed $1 million; filing fees and expenses; Federal and state registration fees and expenses; regulatory and compliance fees and expenses of the Fund (including with respect to any registration activities of the Fund); costs of winding up and liquidating the Fund; costs associated with the BDC Conversion and ensuring compliance with the applicable BDC and regulated investment company (“RIC”) requirements under the Investment Company Act and the U.S. Internal Revenue Code of 1986, as amended (the “Code”), respectively, including, but not limited to, costs incurred in connection with the organization of, and transfer of assets to, a private investment vehicle and all other expenses incurred in connection with effecting the BDC Conversion; expenses incurred in connection with a Limited Partner that defaults in respect of a Commitment; and other expenses associated with the operation of the Fund and its investment activities, including extraordinary expenses such as litigation, workout and restructuring and indemnification expenses, if any. For the avoidance of doubt, the Fund will also bear its allocable share (based on invested capital) of any of the foregoing expenses incurred by any Subsidiary. (c) Following the BDC Conversion, the Fund will also be responsible for the costs of the offering of common shares and other securities, including, but not limited to, all expenses incurred in connection with an IPO; costs and expenses relating to distributions paid to investors; costs of effecting sales and repurchases of the Fund’s common stock and other securities; investment advisory and management allocated costs incurred by the Adviser or its Affiliate in providing managerial assistance to those companies in which the Fund has invested who request it; transfer agent fees; administration fees, if any, payable under the Administration Agreement between the Fund fees and Gladstone Administration, LLC (the “Administrator”), expenses paid to the Fund’s administrator; fees payable to third parties independent directors (including agents, consultants or other advisors) relating to, or associated with, evaluating expenses and making investments; transfer agent and custodial fees; federal and state registration fees; all costs related to meetings of registration and listing the Fund’s shares on any securities exchange; federal, state and local taxes; independent Directors’ fees and expensesdirectors); costs of preparing and filing reports or with the SEC and other documents required by the Securities Fund reporting and Exchange Commission; costs of any reports, proxy statements or other notices to stockholderscompliance costs, including printing costsregistration and listing fees; the Fund’s allocable portion of the fidelity bond; the costs of reports, directors proxy statements or other notices to investors, including printing and officers/errors mailing costs; the costs of any stockholders’ meetings and omissions liability insurancecommunications; expenses payable under any underwriting agreement, including associated fees, expenses 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 costsindemnification obligations; and all other expenses incurred by the Fund in connection with maintaining its status as a BDC. In addition, the Fund will reimburse the Adviser or the Administrator its Affiliates, as applicable, for all costs and expenses incurred in connection with administering the Fund’s businessbusiness including out of pocket expenses (including travel, including payments under the Administration Agreement between the Fund lodging and the Administrator based upon meals), the Fund’s allocable portion of the Adviser’s or any affiliated Administrator’s (as defined below) overhead expenses in performing its obligations under the this Agreement or any administration agreement with one or more Administrators (each, an “Administration Agreement”), as applicable, including rent and the allocable portion of the cost compensation paid by the Adviser or its Affiliates, as applicable, to the Fund’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on the percentage of time such individuals devote, on an estimated basis, to the business affairs of the Fund’s chief compliance officer), chief financial officerthird-party software licensing, controller implementation, data management and their respective staffsrecovery services and custom development costs. (d) To the extent that expenses to be borne by the Fund are paid by the Adviser and/or one or more administrators of the Fund (each, together with any successor thereto, an “Administrator”), the Fund will reimburse the Adviser and/or such Administrator(s), as applicable, for such expenses, it being understood that the administrative services contemplated by this Section 3 may be performed by the Adviser or any of its Affiliates, one or more third party Administrators, or a combination thereof.

Fund’s Responsibilities and Expenses Payable by the Fund. (a) All investment professionals personnel of the Adviser and their respective staffsAdviser, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser and not by the Fund. , except as provided below. (b) The Fund will bear all other costs and expenses of its operations and investment activities, operations, administration, transactions, including (meetings or liquidation, including, without limitation, legal, accounting, tax, auditing, consulting and other professional expenses (including, without limitation, expenses relating to establishing reputation and public relations in connection with self-sourced lending or other financial transactions); the Management Fee (as defined below) those relating to: organization and offeringIncentive Compensation (as defined below); calculating the Fund’s net asset value professional liability insurance (including the cost costs relating to directors’ and officers’ liability insurance and errors and omissions insurance); research and market data expenses; interest on indebtedness; custodial fees; bank service fees; investment-related fees and expenses (such as third-party sourcing fees, fees and expenses of any independent valuation firm)legal and other professionals, due diligence expenses and travel, lodging and meal expenses) related to the analysis, purchase or sale of investments, whether or not the investments are consummated; expenses incurred by the Adviser payable related to third partiesspecial purpose vehicles (including, including agentswithout limitation, consultants or other advisors (such as independent valuation firms, accountants and legal counseloverhead expenses related thereto), in monitoring financial and legal affairs for the Fund and in monitoring the Fund’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Fund’s investments; offerings other expenses related to the purchase, monitoring, sale, settlement, custody or transmittal of Fund assets (directly or through trading Affiliates) as will be determined by the Adviser (or an Affiliate thereof, as applicable) in its sole discretion (including costs associated with systems and software used in connection with investment-related activities); costs of reporting to investors and investor meetings; administration fees and expenses charged by any third-party provider of administration services; entity-level taxes; expenses relating to the offer, transfer, sale and marketing of interests in the Fund, including with respect to a Liquidity Event; organizational fees and expenses of the Fund’s common stock Fund or any Subsidiary (including legal, accounting, consulting, filing and other securitiesdirect organizational costs); investment advisory filing fees and management fees; administration fees, if any, payable under the Administration Agreement between the Fund and Gladstone Administration, LLC (the “Administrator”), the Fund’s administrator; fees payable to third parties (including agents, consultants or other advisors) relating to, or associated with, evaluating and making investments; transfer agent and custodial feesexpenses; federal and state registration feesfees and expenses; all regulatory and compliance fees and expenses of the Fund (including with respect to any registration activities of the Fund); costs of registration winding up and listing liquidating the Fund; costs associated with ensuring compliance with the applicable BDC and regulated investment company (“RIC”) requirements under the Investment Company Act and the U.S. Internal Revenue Code of 1986, as amended (the “Code”); costs incurred in connection with the organization of, and transfer of assets to, a private investment vehicle; and other expenses associated with the operation of the Fund and its investment activities, including extraordinary expenses such as litigation, workout and restructuring and indemnification expenses, if any. For the avoidance of doubt, the Fund will also bear its allocable share (based on invested capital) of any of the foregoing expenses incurred by any Subsidiary. (c) The Fund will also be responsible for the costs of the offering of common shares and other securities, including, but not limited to, costs and expenses relating to distributions paid to investors; costs of effecting sales and repurchases of the Fund’s shares on any securities exchangesecurities; federal, state and local taxesallocated costs incurred by the Adviser or its Affiliate in providing managerial assistance to those companies in which the Fund has invested who request it; independent Directors’ transfer agent fees; fees and expensesexpenses paid to the Fund’s independent trustees (including expenses and costs related to meetings of the independent trustees); costs of preparing and filing reports or with the SEC and other documents required by the Securities Fund reporting and Exchange Commission; costs of any reports, proxy statements or other notices to stockholderscompliance costs, including printing costsregistration and listing fees; the Fund’s allocable portion of the fidelity bond; the costs of reports, directors proxy statements or other notices to investors, including printing and officers/errors mailing costs; the costs of any stockholders’ meetings and omissions liability insurancecommunications; expenses payable under any underwriting agreement, including associated fees, expenses 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 costsindemnification obligations; and all other expenses incurred by the Fund in connection with maintaining its status as a BDC. In addition, the Fund will reimburse the Adviser or the Administrator its Affiliates, as applicable, for all costs and expenses incurred in connection with administering the Fund’s businessbusiness including out of pocket expenses (including travel, including payments under the Administration Agreement between the Fund lodging and the Administrator based upon meals), the Fund’s allocable portion of the Adviser’s or any affiliated Administrator’s (as defined below) overhead expenses in performing its obligations under the this Agreement or any administration agreement with one or more Administrators (each, an “Administration Agreement”), as applicable, including rent and the allocable portion of the cost compensation paid by the Adviser or its Affiliates, as applicable, to the Fund’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on the percentage of time such individuals devote, on an estimated basis, to the business affairs of the Fund’s chief compliance officer), chief financial officerthird-party software licensing, controller implementation, data management and their respective staffsrecovery services and custom development costs. (d) To the extent that expenses to be borne by the Fund are paid by the Adviser and/or one or more administrators of the Fund (each, together with any successor thereto, an “Administrator”), the Fund will reimburse the Adviser and/or such Administrator(s), as applicable, for such expenses, it being understood that the administrative services contemplated by this Section 3 may be performed by the Adviser or any of its Affiliates, one or more third-party Administrators, or a combination thereof.

Fund’s Responsibilities and Expenses Payable by the Fund. (a) All investment professionals of the Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, will shall be provided and paid for by the Adviser and not by the Fund. The Fund will shall bear all other costs and expenses of its operations and transactions, including (without limitation) those relating to: organization and offering(a) organizational expenses of the Fund; (b) calculating the Fund’s net asset value (and net offering price of the Fund, including the cost and expenses 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 Fund and in monitoring the Fund’s investments and investments, performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Fund’s investments; offerings of the Fund’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under the Administration Agreement between the Fund and Gladstone Administration, LLC (the “Administrator”), the Fund’s administrator; fees payable to third parties (including agents, consultants companies or other advisors) otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by the Adviser and travel and lodging expenses; (d) interest payable on debt, if any, incurred by the Fund to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the common shares and other securities of the Fund, including any public or private offering of the common shares of the Fund; (f) investment advisory fees, including management fees and incentive fees; (g) administration fees and expenses payable under the administration agreement (as amended from time to time, the “Administration Agreement”), between the Fund and the Fund’s administrator (the “Administrator”); (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments 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 Fund’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 Securities and Exchange CommissionSEC, state securities regulators 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 Sxxxxxxx-Xxxxx Act of 2002, as amended; (w) the Fund’s allocable portion of the any fidelity bond, directors trustees’ 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 Fund or the Administrator in connection with administering the Fund’s business, including payments made under the Administration Agreement between the Fund and the Administrator based upon the Fund’s allocable portion (subject to the review and approval of the Fund’s independent trustees) of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Fund’s chief compliance officer, officer and chief financial officer, controller officer and their respective staffs. (b) In addition to the compensation paid to the Adviser pursuant to Section 3, the Fund shall reimburse the Adviser for all expenses of the Fund incurred by the Adviser as well as the actual cost of goods and services used for or by the Fund and obtained from entities not affiliated with the Adviser. The Adviser or its affiliates may be reimbursed for the administrative services performed by it or such affiliates on behalf of the Fund pursuant to any separate administration or co-administration agreement with the Adviser; however, no reimbursement shall be permitted for services for which the Adviser is entitled to compensation by way of a separate fee. Excluded from the allowable reimbursement shall be: (i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser; and (ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser. The term “Controlling Person” shall mean a person, whatever his or her title, who performs functions for the Adviser similar to those of (a) the chairman or other member of a board of trustees, (b) executive officers or (c) those holding 10% or more equity interest in the Adviser, or a person having the power to direct or cause the direction of the Adviser, whether through the ownership of voting securities, by contract or otherwise.