Common use of Incentive Fee Clause in Contracts

Incentive Fee. The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears based on the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s interest income, distribution income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarter(s), minus the Fund’s operating expenses incurred during the relevant calendar quarter(s) (including the Base Management Fee, expenses payable under the Administration Agreement and any interest expense and distributions paid on any issued and outstanding debt or preferred shares, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows.: (i) The part of first part, referred to as the “Subordinated Incentive Fee based on income (the “Income Fee”) will Income,” shall be calculated and payable quarterly in arrears based on the FundCompany’s aggregate Pre-Incentive Fee Net Investment Income (as defined in respect this Section 3(b)) for the immediately preceding quarter. The payment of the current Subordinated Incentive Fee on Income shall be subject to payment of a preferred return to investors each quarter, expressed as a quarterly rate of return on Adjusted Capital (as defined in this Section 3(b)) at the beginning of the most recently completed calendar quarter, of 1.6875% (6.75% annualized), subject to a “catch up” feature (as described below). The calculation of the Subordinated Incentive Fee on Income for each quarter is as follows: (A) The Subordinated Incentive Fee on Income shall not be payable to the Adviser in any calendar quarter and in which the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the FundCompany’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s interest income, distribution income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarter(s), minus the Fund’s operating expenses incurred during the relevant calendar quarter(s) (including the Base Management Fee, expenses payable under the Administration Agreement and any interest expense and distributions paid on any issued and outstanding debt or preferred shares, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gainsexceed the preferred return rate of 1.6875%, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap 6.75% annualized (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( vPreferred Return”), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve QuartersAdjusted Capital; (iiB) The Income Fee shall equal 100% of the FundCompany’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount preferred return but is less than or equal to an amount 1.9853% in any calendar quarter (7.94% annualized) shall be payable to the Adviser. This portion of the company’s Subordinated Incentive Fee on Income is referred to as the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount catch up” and is intended to provide the Adviser with an incentive fee of 1515.0% on all of the FundCompany’s Pre-Incentive Fee Net Investment Income when the FundCompany’s aggregate Pre-Incentive Fee Net Investment Income reaches 1.9853% (7.94% annualized) in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quartersany calendar quarter; and (iiiC) For any calendar quarter in which the FundCompany’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount1.9853%, or 7.94% annualized, the Subordinated Incentive Fee on Income Fee shall equal 1515.0% of the amount of the FundCompany’s aggregate Pre-Incentive Fee Net Investment Income in respect Income, as the Preferred Return and catch-up will have been achieved; (ii) The second part of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject incentive fee, referred to a cap (as the “Incentive Fee Cap”on Capital Gains During Operations,” shall be an incentive fee on capital gains earned on liquidated investments from the portfolio during operations prior to the liquidation of the Company and shall be determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory agreement). The Incentive Fee Cap in respect of any calendar quarter is an amount This fee shall equal to 1515.0% of the Cumulative Pre-Incentive Fee Net Return (Company’s incentive fee capital gains, which shall equal the Company’s realized capital gains on a cumulative basis from inception, calculated as defined below) during of the relevant Trailing Twelve Quarters end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate Income Fees that were amount of any previously paid to the Adviser in the preceding eleven calendar quarters capital gain incentive fees. (or portion thereofiii) comprising the relevant Trailing Twelve Quarters. For purposes of this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.3(b):

Incentive Fee. The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears based on the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and Company for the eleven immediately preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either casequarter. For this purpose, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income Income” means the Fund’s interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies but excluding fees for providing managerial assistancean investment) accrued during the relevant calendar quarter(s)quarter, minus the FundCompany’s operating expenses incurred during for the relevant calendar quarter(s) quarter (including the Base Management Fee, expenses payable under the Administration Agreement (if in effect) and any interest expense and distributions and/or dividends paid on any issued and outstanding debt or preferred sharesPreferred Interests, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation gains or depreciationrealized or unrealized losses. For purposes of computing Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect value of the reference Company’s net assets at the end of the derivative financial instrument or swap and (ii) immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% per quarter. The Company shall pay the interest expense or financing charges paid by the Fund Adviser an Incentive Fee with respect to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Company’s Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: : (i1) No Income no Incentive Fee in any calendar quarter in which the FundCompany’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; 2.00%; (ii2) The Income Fee shall equal 100% of the FundCompany’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount hurdle rate of 2.00% but is less than or equal to an amount 2.50% in any calendar quarter; and (the “Catch-Up Amount”3) determined on a quarterly basis by multiplying 2.058820% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fundamount of the Company’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital LossIncome, if any, in respect of the Trailing Twelve Quarters. If, that exceeds 2.50% in any calendar quarter, the . The portion of such Incentive Fee Cap that is zero attributable to deferred interest (such as payment-in-kind interest or a negative valueoriginal issue discount) will be paid to the Adviser, without interest, only if and to the Fund extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall pay no Income Fee make any payments due hereunder to the Adviser in respect of that quarter. If, in any calendar quarter, or to the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay Adviser’s designee as the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such periodmay otherwise direct.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows.: (i) Investment Income Fee. The part of the Incentive Fee based on Adviser shall receive an investment income fee (the “Investment Income Fee”) will be calculated and payable equal to 20% of the amount of the Pre-Incentive Fee Investment Net Income for the quarter that exceeds a quarterly in arrears based on hurdle rate equal to 2.0% (8% annualized) of the FundCompany’s aggregate Net Managed Assets. “Net Managed Assets” shall mean total assets less indebtedness of the Company. “Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s Income” shall mean interest income, distribution income dividend income, and any other income (including accrued income that the Company has not yet received in cash, any other fees such as commitment, origination, syndication, structuring, diligence diligence, monitoring, and consulting fees or other fees that the Fund receives Company is entitled to receive from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the FundCompany’s operating expenses incurred during the relevant calendar quarter(s) for such quarter (including the Base Management Fee, expenses payable under the Administration Agreement and pursuant to Section 11 below, any interest expense expense, any tax expense, and distributions dividends paid on any issued and outstanding debt or preferred shares, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest incomestock, if any, associated with a derivative financial instrument or swap but excluding the Incentive Fee payable hereunder). The Investment Income Fee shall be calculated and payable quarterly in arrears within thirty (which represents the difference between (i30) the interest income and fees received in respect days of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect end of each calendar quarter as follows: (i) No quarter, with the fee first accruing upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in any the first quarter the fee accrues or the calendar quarter during which this Agreement is in which effect in the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect event of termination of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund Agreement during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Incentive Fee shall consist of will be divided into two parts—: (1) a subordinated incentive fee on income, and (2) an incentive fee based on income and an incentive fee based on capital gains, as follows. (i) The . Each part of the Incentive Fee based is outlined below. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be determined and payable in arrears as of the end of each calendar quarter during which the Investment Advisory Agreement is in effect. If this Agreement is terminated, the fee will also become payable as of the effective date of such termination. The subordinated incentive fee on income for each quarter will be calculated as follows: ● No subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to stockholders of 1.75% per quarter on our net assets at the end of the immediately preceding fiscal quarter (the “Income Feequarterly preferred return”) will be calculated and payable ). ● For any quarter in which pre-incentive fee net investment income exceeds the quarterly preferred return, but is less than or equal to 2.1875% of our net assets at the end of the immediately preceding fiscal quarter (the “catch up”), the subordinated incentive fee on income shall equal 100% of pre-incentive fee net investment income. ● For any quarter in arrears based which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of the immediately preceding fiscal quarter, the subordinated incentive fee on the Fund’s aggregate income shall equal 20% of pre-incentive fee net investment income. ● “Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s incentive fee net investment income” is defined as interest income, distribution dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during for the relevant calendar quarter(s) (quarter, including the Base Management Fee, expenses payable under to the Administration Agreement and Company’s administrator, any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends and zero coupon securities), accrued incentive fee net investment income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes The incentive fee on capital gains will be earned on investments sold and shall be determined and payable in arrears as of computing Pre-Incentive Fee Net Investment Incomethe end of each calendar year during which this Agreement is in effect. If this Agreement is terminated, the calculation methodology fee will look through derivative financial instruments or swaps also become payable as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets effective date of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” such termination. The fee is equal to the product 20% of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common sharesrealized capital gains, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were amount of any previously paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-capital gains. Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap fee on capital gains is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) aboverealized capital gains on a cumulative basis from inception, the Fund shall pay the Adviser the Income Fee in respect computed net of such quarter. “Net Capital Loss” in respect of all realized capital losses and unrealized capital depreciation on a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such periodcumulative basis.

Incentive Fee. The Incentive Fee shall consist of will be divided into two parts—: (1) a subordinated incentive fee on income, and (2) an incentive fee based on income and an incentive fee based on capital gains, as follows. (i) The . Each part of the Incentive Fee based is outlined below. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be determined and payable in arrears as of the end of each calendar quarter during which the Investment Advisory Agreement is in effect. If this Agreement is terminated, the fee will also become payable as of the effective date of such termination. The subordinated incentive fee on income for each quarter will be calculated as follows: • No subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to stockholders of 1.75% per quarter on our net assets at the end of the immediately preceding fiscal quarter (the “Income Feequarterly preferred return.”) will be calculated and payable • For any quarter in which pre-incentive fee net investment income exceeds the quarterly preferred return, but is less than or equal to 2.1875% of our net assets at the end of the immediately preceding fiscal quarter (the “catch up”), the subordinated incentive fee on income shall equal 100% of pre-incentive fee net investment income. • For any quarter in arrears based which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of the immediately preceding fiscal quarter, the subordinated incentive fee on the Fund’s aggregate income shall equal 20% of pre-incentive fee net investment income. • “Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s incentive fee net investment income” is defined as interest income, distribution dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during for the relevant calendar quarter(s) (quarter, including the Base Management Fee, expenses payable under to the Administration Agreement and Company’s administrator, any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends and zero coupon securities), accrued incentive fee net investment income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes The incentive fee on capital gains will be earned on investments sold and shall be determined and payable in arrears as of computing Pre-Incentive Fee Net Investment Incomethe end of each calendar year during which this Agreement is in effect. If this Agreement is terminated, the calculation methodology fee will look through derivative financial instruments or swaps also become payable as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets effective date of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” such termination. The fee is equal to the product 20% of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common sharesrealized capital gains, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees amount of any previously paid incentive fee on capital gains. Incentive fee on capital gains is equal to realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis. In order to provide an incentive for the Adviser to successfully execute a merger transaction involving the Company that were paid is financially accretive and/or otherwise beneficial to its stockholders even if the Adviser will not act as an investment adviser to the Adviser surviving entity in the preceding eleven calendar quarters (or portion thereof) comprising merger, we may seek exemptive relief from the relevant Trailing Twelve Quarters. (iv) The Fund will SEC to allow us to pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee on capital gains in connection with the Company’s merger with and into another entity. Absent the receipt of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amountsuch relief, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income Adviser will not be entitled to an incentive fee on capital gains or any other incentive fee in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for connection with any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quartersuch merger transaction. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Incentive Fee shall consist of will be divided into two parts—: (1) a subordinated incentive fee on income, and (2) an incentive fee based on income and an incentive fee based on capital gains, as follows. (i) The . Each part of the Incentive Fee based is outlined below. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be determined and payable in arrears as of the end of each calendar quarter during which the Investment Advisory Agreement is in effect. If this Agreement is terminated, the fee will also become payable as of the effective date of such termination. The subordinated incentive fee on income for each quarter will be calculated as follows: · No subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to stockholders of 1.75% per quarter on our net assets at the end of the immediately preceding fiscal quarter (the “Income Feequarterly preferred return”) will be calculated and payable ). · For any quarter in which pre-incentive fee net investment income exceeds the quarterly preferred return, but is less than or equal to 2.1875% of our net assets at the end of the immediately preceding fiscal quarter (the “catch up”), the subordinated incentive fee on income shall equal 100% of pre-incentive fee net investment income. · For any quarter in arrears based which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of the immediately preceding fiscal quarter, the subordinated incentive fee on the Fund’s aggregate income shall equal 20% of pre-incentive fee net investment income. · “Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s incentive fee net investment income” is defined as interest income, distribution dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during for the relevant calendar quarter(s) (quarter, including the Base Management Fee, expenses payable under to the Administration Agreement and Company’s administrator, any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends and zero coupon securities), accrued incentive fee net investment income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes The incentive fee on capital gains will be earned on investments sold and shall be determined and payable in arrears as of computing Pre-Incentive Fee Net Investment Incomethe end of each calendar year during which this Agreement is in effect. If this Agreement is terminated, the calculation methodology fee will look through derivative financial instruments or swaps also become payable as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets effective date of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” such termination. The fee is equal to the product 20% of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common sharesrealized capital gains, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were amount of any previously paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-capital gains. Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap fee on capital gains is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) aboverealized capital gains on a cumulative basis from inception, the Fund shall pay the Adviser the Income Fee in respect computed net of such quarter. “Net Capital Loss” in respect of all realized capital losses and unrealized capital depreciation on a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such periodcumulative basis.

Incentive Fee. The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears based on the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and Fund or each class of Shares of the eleven Fund (to the extent that the Fund offers multiple classes of Shares) (“Class”), based on such Class’s net asset value relative to the Fund as a whole, for the immediately preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either casequarter, the subject to a “Trailing Twelve Quarters”). (ii) hurdle” and a “catch up” feature. For purposes of calculating the Income Feethis purpose, “Pre-Incentive Fee Net Investment Income Income” means the Fund’s (a) interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistancefees) accrued during the relevant calendar quarter(squarter (or, if applicable, a Class’s allocable share of such income), minus (b) the Fund’s operating expenses incurred during for the relevant calendar quarter(s) quarter (including the Base Management Fee, expenses payable under the Administration Agreement and Agreement, any interest expense and distributions and/or dividends paid on any issued and outstanding debt or preferred sharesstock and, if applicable, any fees payable for distribution and/or shareholder servicing agreements, but excluding any distribution or shareholder servicing fees organizational and offering expenses and the Incentive Fee) (or, if applicable, a Class’s allocable share of such operating expenses) after giving application to any reimbursement or recoupment under any expense limitation agreement to which the Fund may be a party, as may be amended from time to time (the “Expense Limitation and Reimbursement Agreement”). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation gains or depreciationrealized or unrealized losses. For purposes of computing Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the calculation methodology will look through derivative financial instruments value of the Fund’s or swaps Class’s, as if the Fund owned the reference assets directly. Thereforeapplicable, net interest income, if any, associated with a derivative financial instrument or swap (which represents assets at the difference between (i) the interest income and fees received in respect end of the reference assets immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% (8.00% annualized) of the derivative financial instrument Fund’s or swap and (ii) Class’s, as applicable, net asset value per quarter. The Fund shall pay the interest expense or financing charges paid by the Fund Adviser an Incentive Fee with respect to the derivative Fund’s or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Class’s, as applicable, Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: : (i1) No Income no Incentive Fee in any calendar quarter in which the Fund’s aggregate or Class’s, as applicable, Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect 2.00% of the relevant Trailing Twelve Quarters; Fund’s net asset value; (ii2) The Income Fee shall equal 100% of the Fund’s aggregate or Class’s, as applicable, Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.05882.50% by of the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15quarter; and (3) 20% of the amount of the Fund’s aggregate or Class’s, as applicable, Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital LossIncome, if any, in respect that exceeds 2.50% of the Trailing Twelve Quarters. If, Fund’s net asset value in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Incentive Fee shall consist of two parts—: (1) a subordinated incentive fee on income and (2) an incentive fee based on income and an incentive fee based on capital gains, as follows. Each part of the incentive fee is outlined below. (i) The first part of the Incentive Fee based Fee, referred to as the subordinated incentive fee on income (the “Income Fee”) income, will be calculated and payable quarterly in arrears based on the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect incentive fee net investment income for the immediately preceding quarter. The payment of the current calendar quarter and subordinated incentive fee on income will be subject to pre-incentive fee net investment income for the eleven preceding calendar quarters (or previous quarter, expressed as a quarterly rate of return on adjusted capital at the appropriate portion thereof in the case of any beginning of the Fund’s first eleven most recently completed calendar quarters) quarter, exceeding 1.875% (in either case7.5% annualized), the subject to a “Trailing Twelve Quarters”catch up” feature (as described below). (ii) . For purposes of calculating the Income Feethis purpose, Prepre-Incentive Fee Net Investment Income incentive fee net investment income means the Fund’s interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the FundCompany’s operating expenses incurred during for the relevant calendar quarter(s) quarter (including the Base Management Fee, Administrative Services expenses and the expenses payable under the Administration Agreement any other administration or similar agreement and any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Feeincentive fee). Pre-Incentive Fee Net Investment Income incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, discount debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Incomethis fee, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect adjusted capital means cumulative gross proceeds generated from sales of the reference assets of Company’s common stock (including proceeds from the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the FundCompany’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend distribution reinvestment plan) and reduced for non-liquidating distributions, other than distributions during the applicable calendar quarter. Subject to Section 3(b)( v)of profits, the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal Company’s stockholders and amounts paid for share repurchases pursuant to the excess Company’s share repurchase program. The calculation of the Income Fee subordinated incentive fee on income for each quarter is as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid follows: • No subordinated incentive fee on income shall be payable to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income does not exceed the Hurdle Amount in respect hurdle rate of the relevant Trailing Twelve Quarters; 1.875% (iior 7.5% annualized) The Income Fee shall equal on adjusted capital; • 100% of the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Incomeincentive fee net investment income, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal to an amount 2.34375% in any calendar quarter (9.375% annualized) shall be payable to the Adviser. This portion of the subordinated incentive fee on income is referred to as the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount catch up” and is intended to provide the Adviser with an incentive fee of 1520.0% on all of the FundCompany’s Prepre-Incentive Fee Net Investment Income incentive fee net investment income as if the hurdle rate did not apply when the Fund’s aggregate Prepre-Incentive Fee Net Investment Income incentive fee net investment income exceeds 2.34375% (9.375% annualized) in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quartersany calendar quarter; and (iii) and • For any calendar quarter in which the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income exceeds the Catch-Up Amount2.34375% (9.375% annualized), the Income Fee subordinated incentive fee on income shall equal 1520.0% of the amount of the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of incentive fee net investment income, as the relevant Trailing Twelve Quarters that exceeds the Catchhurdle rate and catch-Up Amount. These calculations up will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarterhave been achieved. (vii) The Income Fee is subject second part of the Incentive Fee, referred to a cap as the incentive fee on capital gains, shall be an incentive fee on realized capital gains earned on liquidated investments from the portfolio of the Company and shall be determined and payable in arrears as of the end of each calendar year (or upon termination of the “Incentive Fee Cap”Agreement). The Incentive Fee Cap in respect of any calendar quarter is an amount This fee shall equal to 15(a) 20.0% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate Company’s incentive fee capital gains, whether which shall equal the Company’s realized or unrealizedcapital gains on a cumulative basis from inception, in respect calculated as of such periodthe end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less (b) the aggregate amount of any previously paid capital gain incentive fees.

Incentive Fee. The Advisor shall receive an incentive fee (the “Incentive Fee”) calculated as set forth below. In the case of a liquidation of the Fund or if this Agreement is terminated, the Incentive Fee will also become payable as of the effective date of liquidation or termination. The Incentive Fee shall consist of two parts—an incentive fee based is earned on income and an incentive fee based on capital gains, as follows. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears based on the Fund’s aggregate Pre-Incentive Fee Net Investment Income Income, as defined below, and shall be determined and payable in respect arrears as of the current calendar end of each fiscal quarter beginning on and after the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”).Effective Date. The Incentive Fee for each fiscal quarter will be calculated as follows: (iii) For purposes of calculating the Income Fee, Pre-No Incentive Fee Net Investment Income means will be payable in any fiscal quarter in which the Fund’s interest income, distribution income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarter(s), minus the Fund’s operating expenses incurred during the relevant calendar quarter(s) (including the Base Management Fee, expenses payable under the Administration Agreement and any interest expense and distributions paid on any issued and outstanding debt or preferred shares, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes exceed a quarterly return of computing Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.751.50% per quarter on Adjusted Capital, as defined below (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b“Quarterly Return”)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such All Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount Quarterly Return, but is less than or equal to an amount 1.875% of Adjusted Capital in any quarter, will be payable to the Advisor. (the “Catch-Up Amount”iii) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar For any fiscal quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s in which Pre-Incentive Fee Net Investment Income when exceeds 1.875% of Adjusted Capital, the Fund’s aggregate Incentive Fee shall equal 20% of Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; andIncome. (iiiiv) For any calendar quarter in which the Fund’s aggregate “Pre-Incentive Fee Net Investment Income in respect of Income” is defined as: (a) interest income, dividend income and any other income accrued during the relevant Trailing Twelve Quarters exceeds the Catch-Up Amountfiscal quarter, the Income Fee shall equal 15% of the amount of minus the Fund’s aggregate Pre-operating expenses for the quarter (including the Management Fee, expenses reimbursed to the Advisor under the administration agreement, dated as of December 6, 2016 and any interest expense and distributions paid on any issued and outstanding preferred Shares, but excluding the Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter.Fee; and (vb) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Lossnet interest, if any, in respect of associated with a derivative financial instrument or swap (which, is defined as the Trailing Twelve Quarters. If, in any calendar quarter, difference between (A) the Incentive Fee Cap is zero or a negative value, interest income and transaction fees related to reference assets and paid to the Fund shall pay no Income Fee by the derivative or swap counterparty, and (B) all interest and other expenses paid by the Fund to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to derivative or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.swap counterparty);

Incentive Fee. The Incentive Fee shall consist of two parts—: (1) a subordinated incentive fee on income, and (2) an incentive fee based on income and an incentive fee based on capital gains, as follows. Each part of the incentive fee is outlined below. (i) The first part of the Incentive Fee based Fee, referred to as the subordinated incentive fee on income (the “Income Fee”) income, will be calculated and payable quarterly in arrears based on the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect incentive fee net investment income for the immediately preceding quarter. The payment of the current calendar quarter and subordinated incentive fee on income will be subject to pre-incentive fee net investment income for the eleven preceding calendar quarters (or previous quarter, expressed as a quarterly rate of return on adjusted capital at the appropriate portion thereof in the case of any beginning of the Fund’s first eleven most recently completed calendar quarters) quarter, exceeding 1.875% (in either case7.5% annualized), the subject to a “Trailing Twelve Quarters”catch up” feature (as described below). (ii) . For purposes of calculating the Income Feethis purpose, Prepre-Incentive Fee Net Investment Income incentive fee net investment income means the Fund’s interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the FundCompany’s operating expenses incurred during for the relevant calendar quarter(s) quarter (including the Base Management Fee, Administrative Services expenses and the expenses payable under the Administration Agreement any other administration or similar agreement and any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, discount debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Incomethis calculation, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect adjusted capital means cumulative gross proceeds generated from sales of the reference assets of Common Shares (including proceeds from the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the FundCompany’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend distribution reinvestment plan) and reduced for non-liquidating distributions, other than distributions during the applicable calendar quarter. Subject to Section 3(b)( v)of profits, the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal Company’s stockholders and amounts paid for share repurchases pursuant to the excess Company’s share repurchase program. The calculation of the Income Fee subordinated incentive fee on income for each quarter is as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid follows: · No subordinated incentive fee on income shall be payable to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income does not exceed the Hurdle Amount in respect hurdle rate of the relevant Trailing Twelve Quarters; 1.875% (iior 7.5% annualized) The Income Fee shall equal on adjusted capital; · 100% of the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Incomeincentive fee net investment income, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal to an amount 2.34375% in any calendar quarter (9.375% annualized) shall be payable to the Adviser. This portion of the subordinated incentive fee on income is referred to as the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount catch up” and is intended to provide the Adviser with an incentive fee of 1520.0% on all of the FundCompany’s Prepre-Incentive Fee Net Investment Income incentive fee net investment income as if the hurdle rate did not apply when the Fund’s aggregate Prepre-Incentive Fee Net Investment Income incentive fee net investment income exceeds 2.34375% (9.375% annualized) in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quartersany calendar quarter; and (iii) and · For any calendar quarter in which the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income exceeds the Catch-Up Amount2.34375% (9.375% annualized), the Income Fee subordinated incentive fee on income shall equal 1520.0% of the amount of the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of incentive fee net investment income, as the relevant Trailing Twelve Quarters that exceeds the Catchhurdle rate and catch-Up Amount. These calculations up will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarterhave been achieved. (vii) The Income Fee is subject second part of the Incentive Fee, referred to a cap as the incentive fee on capital gains, shall be an incentive fee on realized capital gains earned on liquidated investments from the portfolio of the Company and shall be determined and payable in arrears as of the end of each calendar year (or upon termination of the “Incentive Fee Cap”Agreement). The Incentive Fee Cap in respect of any calendar quarter is an amount This fee shall equal to 15(a) 20.0% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate Company’s incentive fee capital gains, whether which shall equal the Company’s realized or unrealizedcapital gains on a cumulative basis from inception, in respect calculated as of such periodthe end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less (b) the aggregate amount of any previously paid capital gain incentive fees.

Incentive Fee. The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears based on the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and Company for the eleven immediately preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either casequarter. For this purpose, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income Income” means the Fund’s interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies but excluding fees for providing managerial assistancean investment) accrued during the relevant calendar quarter(s)quarter, minus the FundCompany’s operating expenses incurred during for the relevant calendar quarter(s) quarter (including the Base Management Fee, expenses payable under the Administration Agreement (if in effect) and any interest expense and distributions and/or dividends paid on any issued and outstanding debt or preferred sharesPreferred Interests, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation gains or depreciationrealized or unrealized losses. For purposes of computing Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect value of the reference Company’s net assets at the end of the derivative financial instrument or swap and (ii) immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% per quarter. The Company shall pay the interest expense or financing charges paid by the Fund Adviser an Incentive Fee with respect to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Company’s Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: : (i1) No Income no Incentive Fee in any calendar quarter in which the FundCompany’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; 2.00%; (ii2) The Income Fee shall equal 100% of the FundCompany’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount hurdle rate of 2.00% but is less than or equal to an amount 2.353% in any calendar quarter; and (the “Catch-Up Amount”3) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fundamount of the Company’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital LossIncome, if any, in respect of the Trailing Twelve Quarters. If, that exceeds 2.353% in any calendar quarter, the . The portion of such Incentive Fee Cap that is zero attributable to deferred interest (such as payment-in-kind interest or a negative valueoriginal issue discount) will be paid to the Adviser, without interest, only if and to the Fund extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall pay no Income Fee make any payments due hereunder to the Adviser in respect of that quarter. If, in any calendar quarter, or to the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay Adviser’s designee as the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such periodmay otherwise direct.

Incentive Fee. The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows.: (i) The first part of the Incentive Fee based on income (the “Income Based Fee”) will shall be calculated and payable quarterly in arrears based on the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of incentive fee net investment income for the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”). (ii) quarter. For purposes of calculating this Agreement, pre-incentive fee net investment income for any given calendar quarter is calculated as (A) the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s sum of interest income, distribution dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies companies, but excluding fees for providing managerial assistance) accrued by the Company during the relevant calendar quarter(s)quarter, minus (B) the FundCompany’s operating expenses incurred during the relevant calendar quarter(s) for such quarter (including the Base Management Fee, any expenses payable under the Administration Agreement and any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includesincentive fee net investment income shall include, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-payment in kind (“PIK”) interest, preferred shares stock with PIK payment in kind dividends and zero zero-coupon securities), accrued income that the Fund Company has not yet received in cash. The Advisor is not under any obligation to reimburse the Company for any part of the incentive fee it received that was based on accrued interest that the Company never actually receives. Pre-Incentive Fee Net Investment Income does incentive fee net investment income shall not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive In calculating the Income Based Fee Net Investment Incomefor any given calendar quarter, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, Company’s pre-incentive fee net interest investment income, if any, associated with expressed as a derivative financial instrument or swap (which represents rate of return on the difference between (i) the interest income and fees received in respect value of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the FundCompany’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees incentive fees payable during the period) at the beginning end of each applicable the immediately preceding calendar quarter comprising (the relevant Trailing Twelve Quarters“Rate of Return”), shall be compared to a hurdle rate of 1.50% per quarter (the “Hurdle Rate”). The Hurdle Amount will be calculated after making appropriate adjustments Company shall pay the Advisor an Income Based Fee with respect to the FundCompany’s pre-incentive fee net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income investment income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (iA) No Income Fee no incentive fee in any calendar quarter in which the Fund’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income does not exceed the Hurdle Amount in respect Rate of the relevant Trailing Twelve Quarters1.50% (6% annually); (iiB) The Income Fee shall equal 100% of the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income with respect to that portion of such Prepre-Incentive Fee Net Investment Incomeincentive fee net investment income, if any, that exceeds the Hurdle Amount Rate but is less than or equal 1.76% in any calendar quarter prior to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588Exchange Listing or less than 1.88% by the Fund’s net asset value at the beginning of each applicable in any calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with following an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve QuartersExchange Listing; and (iiiC) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amountprior to an Exchange Listing, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Prepre-Incentive Fee Net Investment Income incentive fee net investment income, if any, that exceeds 1.76% in respect any calendar quarter, or following an Exchange Listing, 20% of the relevant Trailing Twelve Quarters amount of pre-incentive fee net investment income, if any, that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for 1.88% in any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current calendar quarter. (vii) The Income second part of the Incentive Fee is subject to a cap (the “Incentive Capital Gains Fee”) shall be calculated and payable in arrears at the end of each fiscal year (or, upon termination of this Agreement pursuant to Section 10, as of the termination date) based on the Company’s net capital gains. For purposes of this Agreement, net capital gains are calculated by subtracting (A) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (B) the Company’s cumulative aggregate realized capital gains. If such amount is positive at the end of the relevant calendar year, then the Capital Gains Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount for such year shall be equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters such amount, less the aggregate Income amount of Capital Gains Fees paid in all prior years. If such amount is negative, then there shall be no Capital Gains Fee for such year. If this Agreement shall terminate as of a date that is not a calendar-year end, the termination date shall be treated as though it were paid to a calendar-year end for purposes of calculating and paying a Capital Gains Fee. Any Capital Gains Fee for any partial year shall be prorated based on the Adviser number of days in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarterssuch year. For purposes of this purpose, “Cumulative Pre-Incentive Fee Net Return” during Agreement: (A) cumulative aggregate realized capital gains are calculated as the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect sum of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the differencedifferences, if positive, between (i1) the net sales price of each investment in the Company’s portfolio when sold and (2) the original cost of such investment; (B) cumulative aggregate realized capital losses are calculated as the absolute value of the sum of the differences, if negative, between (1) the net sales price of each investment in the Company’s portfolio when sold and (2) the original cost of such investment; and (C) aggregate unrealized capital lossesdepreciation is calculated as the absolute value of the sum of the differences, whether realized or unrealizedif negative, between (1) the valuation of each investment in respect the Company’s portfolio as of the end of the applicable calculation date and (2) the original cost of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such periodinvestment.

Incentive Fee. The Incentive Fee shall consist of incentive fee is divided into two parts—: (1) a subordinated incentive fee on income and (2) an incentive fee based on income and an incentive fee based on capital gains, as follows. (i) The part subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be determined and payable in arrears as of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears based on the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect end of the current each calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof during which this Agreement is in effect. In the case of any a liquidation or if this Agreement is terminated, the fee will also become payable as of the Fund’s first eleven calendar quarters) (in either case, effective date of the “Trailing Twelve Quarters”). (ii) event. For purposes of calculating the Income Feesubordinated incentive fee, Pre(A) “pre-Incentive Fee Net Investment Income means the Fund’s incentive fee net investment income” is defined as interest income, distribution dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during for the relevant calendar quarter(s) (quarter, including the Base Management Fee, expenses payable under the Administration Agreement and Administrative Services Agreement, dated as of the date hereof (as it may be amended from time to time), any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and (x) the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature and (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”y) interest, preferred shares with PIK dividends and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps (B) “cumulative net increase in net assets resulting from operations” is defined as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s pre-incentive fee net assets investment income, the Management Fees, realized gains and losses and unrealized appreciation and depreciation for the look-back period, and (C) “look-back period” is defined as total assets less indebtedness (x) through December 31, 2017, the period which commences on January 1, 2017 and before taking into account any Incentive Fees payable during ends on the periodlast day of the most recently completed quarter and (y) at after December 31, 2017, the beginning of each applicable most recently completed quarter and the three preceding calendar quarter comprising the relevant Trailing Twelve Quartersquarters. The Hurdle Amount subordinated incentive fee on income for each quarter will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee as follows: – no subordinated incentive fee on income will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee payable in any calendar quarter in which the Fund’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income does not exceed the Hurdle Amount in respect preferred return rate to shareholders of 1.75% (7.00% annualized) (the relevant Trailing Twelve Quarters; (ii“preferred return”) The Income Fee shall equal of average net assets; – 100% of the Fund’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Incomeincentive fee net investment income, if any, that exceeds the Hurdle Amount preferred return, but is less than or equal to an amount 2.1875% in any quarter (8.75% annualized), will be payable to the Adviser (the “Catch-Up Amountcatch up provision”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount ), which is intended to provide the Adviser with an incentive fee of 1520% on all of the Fund’s Prepre-Incentive Fee Net Investment Income incentive fee net investment income when the Fund’s aggregate Prepre-Incentive Fee Net Investment Income incentive fee net investment income reaches 2.1875% in respect any quarter (8.75% annualized) of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quartersaverage net assets; and (iii) For and – for any calendar quarter in which the Fund’s aggregate Prepre-Incentive Fee Net Investment Income in respect incentive fee net investment income exceeds 2.1875% (8.75% annualized) of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amountaverage net assets, the Income Fee subordinated incentive fee on income shall equal 1520% of pre-incentive fee net investment income; provided that no subordinated incentive fee will be payable except to the extent that 20.0% of the amount of cumulative net increase in net assets resulting from operations over the Fund’s aggregate Prelook-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that back period exceeds the Catchcumulative incentive fees accrued and/or paid for the look-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarterback period. (vii) The Income Fee incentive fee on capital gains will be earned on liquidated investments and shall be determined and payable in arrears as of the end of each calendar year during which this Agreement is subject to in effect. In the case of a cap (liquidation, or if this Agreement is terminated, the “Incentive Fee Cap”)fee will also become payable as of the effective date of such event. The Incentive Fee Cap in respect of any calendar quarter fee is an amount equal to 1520% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters realized capital gains, less the aggregate Income Fees that were amount of any previously paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quartersincentive fee on such capital gains. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap The incentive fee on capital gains is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) aboverealized capital gains on a cumulative basis from inception, the Fund shall pay the Adviser the Income Fee in respect computed net of such quarter. “Net Capital Loss” in respect of all realized capital losses and unrealized capital depreciation on a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such periodcumulative basis.

Incentive Fee. The Incentive Fee shall consist of two three parts—: (1) a subordinated incentive fee on income, (2) an incentive fee based on income capital gains during operations and an (3) a subordinated liquidation incentive fee. Each part of the incentive fee based on capital gains, as followsis outlined below. (i) The first part of the Incentive Fee based Fee, referred to as the subordinated incentive fee on income (the “Income Fee”) income, will be calculated and payable quarterly in arrears based on the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect incentive fee net investment income for the immediately preceding quarter. The payment of the current calendar quarter and subordinated incentive fee on income will be subject to pre-incentive fee net investment income for the eleven preceding calendar quarters (or previous quarter, expressed as a quarterly rate of return on adjusted capital at the appropriate portion thereof in the case of any beginning of the Fund’s first eleven most recently completed calendar quarters) quarter, exceeding 1.875% (in either case7.5% annualized), the subject to a “Trailing Twelve Quarters”catch up” feature (as described below). (ii) . For purposes of calculating the Income Feethis purpose, Prepre-Incentive Fee Net Investment Income incentive fee net investment income means the Fund’s interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the FundCompany’s operating expenses incurred during for the relevant calendar quarter(s) quarter (including the Base Management Fee, Administrative Services expenses and the expenses payable under the Administration Agreement any other administration or similar agreement and any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Feeincentive fee). Pre-Incentive Fee Net Investment Income incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, discount debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Incomethis fee and the subordinated liquidation incentive fee set forth below, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect adjusted capital means cumulative gross proceeds generated from sales of the reference assets of Company’s common stock (including proceeds from the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the FundCompany’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend distribution reinvestment plan) and reduced for non-liquidating distributions, other than distributions during the applicable calendar quarter. Subject to Section 3(b)( v)of profits, the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal Company’s stockholders and amounts paid for share repurchases pursuant to the excess Company’s share repurchase program. The calculation of the Income Fee subordinated incentive fee on income for each quarter is as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid follows: • No subordinated incentive fee on income shall be payable to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income does not exceed the Hurdle Amount in respect hurdle rate of the relevant Trailing Twelve Quarters; 1.875% (iior 7.5% annualized) The Income Fee shall equal on adjusted capital; • 100% of the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Incomeincentive fee net investment income, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal to an amount 2.34375% in any calendar quarter (9.375% annualized) shall be payable to the Adviser. This portion of the subordinated incentive fee on income is referred to as the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount catch up” and is intended to provide the Adviser with an incentive fee of 1520.0% on all of the FundCompany’s Prepre-Incentive Fee Net Investment Income incentive fee net investment income as if the hurdle rate did not apply when the Fund’s aggregate Prepre-Incentive Fee Net Investment Income incentive fee net investment income exceeds 2.34375% (9.375% annualized) in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quartersany calendar quarter; and (iii) and • For any calendar quarter in which the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income exceeds the Catch-Up Amount2.34375% (9.375% annualized), the Income Fee subordinated incentive fee on income shall equal 1520.0% of the amount of the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of incentive fee net investment income, as the relevant Trailing Twelve Quarters that exceeds the Catchhurdle rate and catch-Up Amount. These calculations up will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarterhave been achieved. (vii) The Income Fee is subject second part of the Incentive Fee, referred to a cap as the incentive fee on capital gains during operations, shall be an incentive fee on capital gains earned on liquidated investments from the portfolio during operations prior to the liquidation of the Company and shall be determined and payable in arrears as of the end of each calendar year (or upon termination of the “Incentive Fee Cap”Agreement). The Incentive Fee Cap in respect of any calendar quarter is an amount This fee shall equal to 15(a) 20.0% of the Cumulative Pre-Incentive Fee Net Return Company’s incentive fee capital gains, which shall equal the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less (as defined belowb) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were amount of any previously paid capital gain incentive fees. (iii) The third part of the Incentive Fee, referred to as the Adviser in subordinated liquidation incentive fee, shall equal 20.0% of the preceding eleven calendar quarters (or portion thereof) comprising net proceeds from the relevant Trailing Twelve Quartersliquidation of the Company remaining after investors have received distributions of net proceeds from liquidation of the Company equal to adjusted capital as calculated immediately prior to liquidation. For purposes of this purposecomputation, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect liquidation will include any merger of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect Company with another entity or the acquisition of substantially all of the Trailing Twelve QuartersCompany’s stock or assets in a single or series of related transactions. IfNotwithstanding the foregoing, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. IfInvestment Company Act, in no event will the subordinated liquidation incentive fees plus the cumulative incentive fees on capital gains during operations paid by the Company exceed 20.0% of the cumulative realized capital gains on the investments of the Company (including capital gains realized upon any calendar quarterliquidation, including a merger or sale of substantially all of the Incentive Fee Cap is equal to Company’s stock or greater than assets) over the Income Fee calculated in accordance with Section 3(b)(iv) abovelife of the Company, the Fund shall pay the Adviser the Income Fee in respect computed net of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate all realized capital losses, whether realized or unrealized, in respect of such period losses and (ii) aggregate unrealized capital gains, whether realized or unrealized, in respect of such perioddepreciation.

Incentive Fee. The Incentive Fee shall consist of two will be divided into three parts—: (1) a subordinated incentive fee on income, (2) an incentive fee based on income and an incentive fee based on capital gains, as follows. gains and (i3) The a subordinated liquidation incentive fee. Each part of the Incentive Fee based is outlined below. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be determined and payable in arrears as of the end of each calendar quarter during which the Investment Advisory Agreement is in effect. If this Agreement is terminated otherwise than in connection with a Liquidity Event (as defined below), the fee will also become payable as of the effective date of such termination. The subordinated incentive fee on income for each quarter will be calculated as follows: · No subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to stockholders of 1.75% per quarter on average adjusted capital (the “Income Feequarterly preferred return.”) will be calculated and payable · For any quarter in which pre-incentive fee net investment income exceeds the quarterly preferred return, but is less than or equal to 2.1875% of average adjusted capital (the “catch up”), the subordinated incentive fee on income shall equal 100% of pre-incentive fee net investment income. · For any quarter in arrears based which pre-incentive fee net investment income exceeds 2.1875% of average adjusted capital, the subordinated incentive fee on the Fund’s aggregate income shall equal 20% of pre-incentive fee net investment income. · “Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s incentive fee net investment income” is defined as interest income, distribution dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during for the relevant calendar quarter(s) (quarter, including the Base Management Fee, expenses payable under to the Administration Agreement and Company’s administrator, any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends and zero coupon securities), accrued incentive fee net investment income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes · Adjusted capital is defined as (a) cumulative proceeds generated from sales of computing Pre-Incentive Fee Net Investment Incomethe Company’s common stock, including proceeds from the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Thereforedistribution reinvestment plan, net interest income, if any, associated with a derivative financial instrument or swap of sales loads (which represents the difference between sales commissions and dealer manager fees) and (b) reduced for (i) the interest income and fees received in respect distributions paid to stockholders that represent return of the reference assets of the derivative financial instrument or swap capital and (ii) the interest expense or financing charges amounts paid by the Fund for share repurchases pursuant to the derivative or swap counterparty) share repurchase program. The incentive fee on capital gains will be included earned on investments sold otherwise than in the calculation of Pre-Incentive Fee Net Investment Income for purposes connection with a Liquidity Event and shall be determined and payable in arrears as of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income end of each calendar year during which this Agreement is in respect effect. If this Agreement is terminated otherwise than in connection with a Liquidity Event, the fee will also become payable as of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” effective date of such termination. The fee is equal to the product 20% of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common sharesrealized capital gains, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were amount of any previously paid incentive fee on capital gains. Incentive fee on capital gains is equal to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis. The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect third part of the relevant Trailing Twelve Quarters does not exceed incentive fee, referred to as the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; (ii) The Income Fee “Subordinated Liquidation Incentive Fee,” shall equal 10020.0% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect net proceeds from the liquidation of the relevant Trailing Twelve Quarters with respect to that portion Company remaining after investors have received distributions of such Pre-Incentive Fee Net Investment Income, if any, that exceeds net proceeds from liquidation of the Hurdle Amount but is less than or Company equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended adjusted capital as calculated immediately prior to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarterliquidation. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Incentive Fee shall consist of two will be divided into three parts—: (1) a subordinated incentive fee on income, (2) an incentive fee based on income and an incentive fee based on capital gains, as follows. gains and (i3) The a subordinated liquidation incentive fee. Each part of the Incentive Fee based is outlined below. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be determined and payable in arrears as of the end of each calendar quarter during which the Investment Advisory Agreement is in effect. If this Agreement is terminated, the fee will also become payable as of the effective date of such termination. The subordinated incentive fee on income for each quarter will be calculated as follows: — No subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to stockholders of 2.00% per quarter on average adjusted capital (the “Income Feequarterly preferred return.”) will be calculated and payable quarterly — For any quarter in arrears based which pre-incentive fee net investment income exceeds 2.00% of average adjusted capital, the subordinated incentive fee on the Fund’s aggregate income shall equal 20% of pre-incentive fee net investment income. — “Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s incentive fee net investment income” is defined as interest income, distribution dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during for the relevant calendar quarter(s) (quarter, including the Base Management Fee, expenses payable under to the Administration Agreement and Company’s administrator, any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends and zero coupon securities), accrued incentive fee net investment income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes — Adjusted capital is defined as (a) cumulative proceeds generated from sales of computing Pre-Incentive Fee Net Investment Incomethe Company’s common stock, including proceeds from the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Thereforedistribution reinvestment plan, net interest income, if any, associated with a derivative financial instrument or swap of sales loads (which represents the difference between sales commissions and dealer manager fees) and (b) reduced for (i) the interest income and fees received in respect distributions paid to stockholders that represent return of the reference assets of the derivative financial instrument or swap capital and (ii) the interest expense or financing charges amounts paid by the Fund for share repurchases pursuant to the derivative or swap counterparty) share repurchase program. The incentive fee on capital gains will be included earned on investments sold and shall be determined and payable in the calculation of Pre-Incentive Fee Net Investment Income for purposes arrears as of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income end of each calendar year during which this Agreement is in respect effect. If this Agreement is terminated, the fee will also become payable as of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” effective date of such termination. The fee is equal to the product 20% of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common sharesrealized capital gains, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were amount of any previously paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-capital gains. Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap fee on capital gains is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) aboverealized capital gains on a cumulative basis from inception, the Fund shall pay the Adviser the Income Fee in respect computed net of such quarter. “Net Capital Loss” in respect of all realized capital losses and unrealized capital depreciation on a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such periodcumulative basis.

Incentive Fee. The Incentive Fee shall consist of is divided into two parts—: (1) a subordinated incentive fee on income and (2) an incentive fee based on income and an incentive fee based on capital gains, as follows. (i) The part subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be determined and payable in arrears as of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears based on the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect end of the current each calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof during which this Agreement is in effect. In the case of any a liquidation or if this Agreement is terminated, the fee will also become payable as of the Fund’s first eleven calendar quarters) (in either case, effective date of the “Trailing Twelve Quarters”). (ii) event. For purposes of calculating the Income Feesubordinated incentive fee on income, Pre(A) “pre-Incentive Fee Net Investment Income means the Fund’s incentive fee net investment income” is defined as interest income, distribution dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during for the relevant calendar quarter(s) (quarter, including the Base Management Fee, expenses payable under the Administration Agreement and any Administrative Services Agreements, any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing (x) incentive fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”y) interest, preferred shares with PIK dividends and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps (B) “cumulative net increase in net assets resulting from operations” is defined as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s pre-incentive fee net assets investment income, management fees payable with respect to the periods prior to November 14, 2017, realized gains and losses and unrealized appreciation and depreciation, and (C) “look-back period” is defined as total assets less indebtedness the most recently completed quarter and before taking into account any Incentive Fees payable during the periodeleven (11) at the beginning of each applicable preceding calendar quarter comprising the relevant Trailing Twelve Quartersquarters. The Hurdle Amount subordinated incentive fee on income for each quarter will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee as follows: – no subordinated incentive fee on income will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee payable in any calendar quarter in which the Fund’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income does not exceed the Hurdle Amount in respect preferred return rate to shareholders of 1.75% (7.00% annualized) (the relevant Trailing Twelve Quarters; (ii“preferred return”) The Income Fee shall equal of average net assets; – 100% of the Fund’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Incomeincentive fee net investment income, if any, that exceeds the Hurdle Amount preferred return, but is less than or equal to an amount 2.1875% in any quarter (8.75% annualized), will be payable to the Adviser (the “Catch-Up Amountcatch up provision”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount ), which is intended to provide the Adviser with an incentive fee of 1520% on all of the Fund’s Prepre-Incentive Fee Net Investment Income incentive fee net investment income when the Fund’s aggregate Prepre-Incentive Fee Net Investment Income incentive fee net investment income reaches 2.1875% in respect any quarter (8.75% annualized) of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quartersaverage net assets; and (iii) For and – for any calendar quarter in which pre-incentive fee net investment income exceeds 2.1875% (8.75% annualized) of average net assets, the Fund’s aggregate Presubordinated incentive fee on income shall equal 20% of pre-Incentive Fee Net Investment Income in respect incentive fee net investment income; provided that the subordinated incentive fee on income for the current quarter will not exceed (A) the sum for each calendar quarter of the relevant Trailing Twelve Quarters exceeds the Catchlook-Up Amount, the Income Fee shall equal 15back period of (a) (x) 20.0% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income cumulative net increase in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated net assets resulting from operations for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar such quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Lossthe subordinated incentive fee on income paid or accrued by the Company for such quarter (in the case of (y) only, if anynot including for the current quarter for which the subordinated incentive fee on income is being calculated), in respect divided by (b) the weighted average number of shares of common stock of the Trailing Twelve Quarters. If, in any Company outstanding during such calendar quarter, multiplied by (B) the Incentive Fee Cap weighted average number of shares of common stock of the Company outstanding during the calendar quarter for which the subordinated incentive fee on income is zero being calculated. (ii) The incentive fee on capital gains will be earned on liquidated investments and shall be determined and payable in arrears as of the end of each calendar year during which this Agreement is in effect. In the case of a liquidation, or a negative valueif this Agreement is terminated, the Fund shall pay no Income Fee to fee will also become payable as of the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect effective date of such quarterevent. If, in any calendar quarter, the Incentive Fee Cap The fee is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect 20% of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether less the aggregate amount of any previously paid incentive fees on such capital gains. The incentive fee on capital gains is equal to realized or unrealizedcapital gains on a cumulative basis from inception, in respect computed net of such periodall realized capital losses and unrealized capital depreciation on a cumulative basis.

Incentive Fee. The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows.: (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears based on commencing with the Fundfirst calendar quarter following the Company’s aggregate election to be regulated as a BDC, and equals 15% of the pre-incentive fee net investment income in excess of a 1.5% quarterly (6% annually) (“Hurdle Rate”). Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income incentive fee net investment income means the Fund’s interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence diligence, managerial and consulting fees or other fees that the Fund Company receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during that the relevant calendar quarter(s)Company accrues, minus the FundCompany’s operating expenses incurred during for the relevant calendar quarter(s) quarter (including the Base Management Fee, expenses payable under the Administration Agreement the Company has entered into with the Administrator, and any interest expense and distributions dividends paid on any issued and outstanding debt indebtedness or preferred sharesstock, respectively, but excluding any distribution or shareholder servicing fees and excluding, for avoidance of doubt, the Incentive Feeincome-based incentive fee accrued under GAAP). Pre-Incentive Fee Net Investment Income incentive fee net investment income also includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with paymentpay-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net The Investment Income does Advisor is not include under any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Income, obligation to reimburse the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income Company for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess part of the Income Fee as calculated pursuant to this Section 3(b) less it received that was based on accrued interest that the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve QuartersCompany never actually received. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% second part of the Fund’s aggregate Pre-Incentive Fee Net Investment Income (“Capital Gains Fee”) will be determined and payable in respect arrears in cash as of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning end of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee year (or upon termination of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amountthis Agreement as set forth below), the Income Fee shall and will equal 15% of the amount Company’s realized capital gains on a cumulative basis from the Company’s election to be regulated as a BDC through the end of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect calendar year, computed net of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months all realized capital losses and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to unrealized capital depreciation on a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters cumulative basis, less the aggregate Income Fees that were amount of any previously paid Capital Gains Fees. In determining the Capital Gains Fee, the Company will calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the Adviser investments in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quartersits portfolio. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Losscumulative aggregate realized capital gains, if any, in respect equals the sum of the Trailing Twelve Quartersdifferences between the net sales price of each investment, when sold, and the original cost of such investment since the Company’s inception. IfCumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, in any calendar quarterwhen sold, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect original cost of such quarterinvestment since the Company’s inception. If, in any calendar quarter, Aggregate unrealized capital depreciation equals the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect sum of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positivenegative, between (i) the valuation of each investment as of the applicable calculation date and the original cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for the Company’s calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, whether realized or unrealizedless aggregate unrealized capital depreciation, in with respect to its portfolio of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such periodinvestments.

Incentive Fee. The Incentive Fee shall consist of incentive fee will be divided into two parts—: (1) a subordinated incentive fee on income, and (2) an incentive fee based on income and an incentive fee based on capital gains, as follows. (i) The . Each part of the Incentive Fee based incentive fee is outlined below. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be determined and payable in arrears as of the end of each calendar quarter during which the Investment Advisory Agreement is in effect. In the case of a liquidation or if the Investment Advisory Agreement is terminated, the fee will also become payable as of the effective date of the event. The subordinated incentive fee on income for each calendar quarter will be calculated as follows: · No subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to shareholders of 1.75% per quarter on average adjusted capital (the “Income Feequarterly preferred return.”) · All pre-incentive fee net investment income, if any, that exceeds the quarterly preferred return, but is less than or equal to 2.1875% of average adjusted capital in any quarter, will be calculated and payable quarterly to the Adviser. · For any quarter in arrears based which pre-incentive fee net investment income exceeds 2.1875% of average adjusted capital, the subordinated incentive fee on the Fund’s aggregate income shall equal 20% of pre-incentive fee net investment income. · “Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s interest incentive fee net investment income, distribution ” is defined as investment income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during for the relevant calendar quarter(s) (quarter, including the Base Management Fee, expenses payable under the Administration Agreement and Administrative Services Agreement, any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Fee)incentive fee. Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends and zero coupon securities), accrued incentive fee net investment income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any expense support payments and/or any reimbursement by the Company of expense support payments (as defined in the Expense Support and Conditional Reimbursement Agreement) nor any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation, except for net investment income associated with derivatives, swaps, or similar synthetic instruments, as provided herein. For purposes · Adjusted capital is defined as (a) cumulative proceeds generated from sales of computing Pre-Incentive Fee Net common stock, including proceeds from the distribution reinvestment plan, net of sales loads (sales commissions and dealer manager fees) and (b) reduced for (i) distributions paid to shareholders that represent return of capital on a tax basis and (ii) amounts paid for share repurchases pursuant to the share repurchase program, if any. The incentive fee on capital gains will be earned on liquidated investments and shall be determined and payable in arrears as of the end of each calendar year during which the Investment IncomeAdvisory Agreement is in effect. In the case of a liquidation, or if the Investment Advisory Agreement is terminated, the calculation methodology fee will look through derivative financial instruments or swaps also become payable as if of the Fund owned the reference assets directlyeffective date of such event. ThereforeThe annual fee will equal (i) 20% of realized capital gains on a cumulative basis from inception, net interest incomeof all realized capital losses on a cumulative basis from inception and unrealized depreciation, less (ii) the aggregate amount, if any, previously paid incentive fees on capital gains. The incentive fee on capital gains will disregard any net investment income associated with a derivative financial instrument derivatives, swaps, or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund similar synthetic instruments, that is treated as capital gains pursuant to the derivative or swap counterparty) will be generally accepted accounting principles but included in the calculation of Prepre-Incentive Fee Net Investment Income incentive fee net investment income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect calculation of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an subordinated incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarterincome. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Incentive Fee shall consist of two parts—an subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be determined and payable in arrears as of the end of each calendar quarter during which this Agreement is in effect. If this Agreement is terminated, the fee will also become payable as of the effective date of such termination. For the calendar quarter in which the effective date occurs, the subordinated incentive fee on income will be prorated based on income and an the number of days of the quarter in which this Agreement is in force. The subordinated incentive fee based on capital gains, income for each quarter will be calculated as follows. (i) The part of the Incentive Fee based : · No subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to shareholders of 2.00% per quarter on average adjusted capital (the “Income Feequarterly preferred return.”) will be calculated and payable quarterly · For any quarter in arrears based which pre-incentive fee net investment income exceeds 2.00% of average adjusted capital, the subordinated incentive fee on the Fund’s aggregate income shall equal 20% of pre-incentive fee net investment income. · “Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s incentive fee net investment income” is defined as interest income, distribution dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during for the relevant calendar quarter(s) (quarter, including the Base Management Fee, expenses payable under to the Administration Agreement and Fund’s administrator, any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends and zero coupon securities), accrued incentive fee net investment income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes · Adjusted capital is defined as (a) cumulative proceeds generated from sales of computing Pre-Incentive Fee Net Investment Incomethe Fund’s Shares, including proceeds from the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Thereforedistribution reinvestment plan, net interest income, if any, associated with a derivative financial instrument or swap of sales loads (which represents the difference between sales commissions and dealer manager fees) and (b) reduced for (i) the interest income and fees received in respect distributions paid to shareholders that represent return of the reference assets of the derivative financial instrument or swap capital and (ii) the interest expense or financing charges amounts paid by the Fund for share repurchases pursuant to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Feeshare repurchase program. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows.: (i) The first part of the Incentive Fee based on income (the “Income Income-Based Fee”) will shall be calculated and payable quarterly in arrears based on the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of incentive fee net investment income for the current calendar quarter and the eleven immediately preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”). (ii) quarter. For purposes of calculating this Agreement, pre-incentive fee net investment income for any given calendar quarter is calculated as (A) the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s sum of interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies companies, but excluding fees for providing managerial assistance) accrued by the Company during the relevant such calendar quarter(s)quarter, minus (B) the FundCompany’s operating expenses incurred during the relevant calendar quarter(s) for such quarter (including the Base Management Fee, any expenses payable under the Administration Agreement and any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares stock with PIK payment-in-kind dividends and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing PreIn calculating the Income-Incentive Based Fee Net Investment Incomefor any given calendar quarter, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, Company’s pre-incentive fee net interest investment income, if any, associated with expressed as a derivative financial instrument or swap (which represents rate of return on the difference between (i) the interest income and fees received in respect value of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the FundCompany’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees incentive fees payable during the period) at the beginning end of each applicable the immediately preceding calendar quarter, shall be compared to a hurdle rate of 2.0% per quarter comprising the relevant Trailing Twelve Quarters(8.0% annualized). The Hurdle Amount will be calculated after making appropriate adjustments Company shall pay the Advisor an Income-Based Fee with respect to the FundCompany’s pre-incentive fee net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income investment income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (iA) No Income no Income-Based Fee in any calendar quarter in which the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income does not exceed the Hurdle Amount hurdle rate of 2.0% in respect of the relevant Trailing Twelve Quarterssuch quarter; (iiB) The Income Fee shall equal 100% of the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income with respect to that portion of such Prepre-Incentive Fee Net Investment Incomeincentive fee net investment income, if any, that exceeds the Hurdle Amount hurdle rate of 2.0% but is less than or equal to an amount 2.5% in such quarter (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.058810.0% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quartersannualized); and (iiiC) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 1520% of the amount of the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Lossincentive fee net investment income, if any, that exceeds 2.5% in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between quarter (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period10.0% annualized).

Incentive Fee. The Advisor shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows.: (i) Investment Income Fee. The part of the Incentive Fee based on Advisor shall receive an investment income fee (the “Investment Income Fee”) will be calculated and payable quarterly in arrears based on equal to 15% of the Fundexcess, if any, of the Company’s aggregate Pre-Incentive Fee Net Investment Income in respect of for the current calendar quarter and the eleven preceding calendar quarters over a quarterly hurdle rate equal to 2% (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (8% annualized), multiplied, in either case, by the Company’s Net Assets at the end of the quarter. “Trailing Twelve Quarters”). (ii) For purposes Net Assets” means the Managed Assets less indebtedness of calculating the Income Fee, Pre-Incentive Fee Company. “Net Investment Income Income” means the Fund’s interest income, distribution income dividend income, and any other income (including any other fees such as commitment, origination, syndication, structuring, diligence diligence, monitoring, and consulting fees or other fees that the Fund receives Company is entitled to receive from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the FundCompany’s operating expenses incurred during the relevant calendar quarter(s) for such quarter (including the Base Management Fee, expenses payable under the Administration Agreement and pursuant to Section 11 below, any interest expense expense, any tax expense, and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, if any, but excluding any distribution or shareholder servicing fees and the Incentive FeeFee payable hereunder). Pre-Incentive Fee Net Investment Income also includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses losses, or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive The Investment Income Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap shall be calculated and payable quarterly in arrears within fifteen (which represents the difference between (i15) the interest income and fees received in respect days of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect end of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which quarter, with the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect fee first accruing from the first anniversary of the relevant Trailing Twelve Quarters does not exceed day the Hurdle Amount in respect Company receives the proceeds from its initial offering of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount common shares (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning Commencement of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee CapOperations”). The Incentive Investment Income Fee Cap calculation shall be adjusted appropriately on the basis of the number of calendar days in respect of any the first quarter the fee accrues or the calendar quarter during which the Agreement is an amount equal to 15% in effect in the event of termination of the Cumulative Pre-Incentive Fee Net Return (as defined below) Agreement during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Commencing on the Effective Date, the Incentive Fee shall consist of two parts—: (1) a subordinated incentive fee on income, and (2) an incentive fee based on income and an incentive fee based on capital gains, as follows.. The Incentive Fee for any partial quarter shall be appropriately pro-rated. Each part of the Incentive Fee is outlined below: (i) The first part of the Incentive Fee based Fee, referred to as the subordinated incentive fee on income (the “Income Fee”) income, will be calculated and payable quarterly in arrears based on the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect incentive fee net investment income for the immediately preceding quarter. The payment of the current calendar quarter and subordinated incentive fee on income will be subject to pre-incentive fee net investment income for the eleven preceding calendar quarters (or the appropriate portion thereof in the case previous quarter, expressed as a quarterly rate of any return on net assets of the Fund’s first eleven Company at the beginning of the most recently completed calendar quarters) quarter, exceeding 1.5% (in either case6.0% annualized), the subject to a “Trailing Twelve Quarters”catch up” feature (as described below). (ii) . For purposes of calculating the Income Feethis purpose, Prepre-Incentive Fee Net Investment Income incentive fee net investment income means the Fund’s interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the FundCompany’s operating expenses incurred during for the relevant calendar quarter(s) quarter (including the Base Management Fee, Administrative Services expenses, the expenses payable under the Administration Agreement any other administration or similar agreement and any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock and any income tax expense on the Company’s net investment income and any excise tax, but excluding any distribution income tax expense or shareholder servicing fees benefit on the Company’s realized capital gains, realized capital losses or unrealized capital appreciation or depreciation and the Incentive Fee). Pre-Incentive Fee Net Investment Income incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, discount debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation, or any income tax expense or benefit related to such items. For purposes of computing Pre-Incentive Fee Net Investment Income, the The calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will subordinated incentive fee on income for each quarter is as follows: • No subordinated incentive fee on income shall be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income does not exceed the Hurdle Amount in respect hurdle rate of the relevant Trailing Twelve Quarters; 1.5% (ii) The Income Fee shall equal 100or 6.0% annualized); • 50% of the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Incomeincentive fee net investment income, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal to an amount 2.307692% in any calendar quarter (9.230769% annualized) shall be payable to the Adviser. This portion of the subordinated incentive fee on income is referred to as the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount catch up” and is intended to provide the Adviser with an incentive fee of 1517.5% on all of the FundCompany’s Prepre-Incentive Fee Net Investment Income incentive fee net investment income as if the hurdle rate did not apply when the Fund’s aggregate Prepre-Incentive Fee Net Investment Income incentive fee net investment income exceeds 2.307692% (9.230769% annualized) in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quartersany calendar quarter; and (iii) and • For any calendar quarter in which the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income exceeds the Catch-Up Amount2.307692% (9.230769% annualized), the Income Fee subordinated incentive fee on income shall equal 1517.5% of the amount of the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of incentive fee net investment income, as the relevant Trailing Twelve Quarters that exceeds the Catchhurdle rate and catch-Up Amount. These calculations up will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarterhave been achieved. (vii) The Income Fee is subject second part of the Incentive Fee, referred to a cap as the incentive fee on capital gains, shall be an incentive fee on realized capital gains earned on liquidated investments from the Company’s investment portfolio, net of any income tax expense associated with such realized capital gains, and shall be determined and payable in arrears as of the end of each calendar year (or upon termination of the “Incentive Fee Cap”Agreement). The Incentive Fee Cap in respect of any calendar quarter is an amount This fee shall equal to 15(a) 17.5% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate Company’s incentive fee capital gains, whether which shall equal the Company’s realized capital gains (net of any related income tax expense) on a cumulative basis from the Effective Date, calculated as of the end of each calendar year thereafter (or unrealizedupon termination of the Agreement), in computed net of (1) all realized capital losses on a cumulative basis (net of any related income tax benefit) from the Effective Date, and (2) unrealized capital depreciation (net of any related income tax benefit) on a cumulative basis from the Effective Date, less (b) the aggregate amount of any previously paid capital gain incentive fees from the Effective Date. For purposes of calculating each component of the Company’s incentive fee capital gains under this Section 3(b)(ii), (1) the cost basis for any investment held by the Company as of the Effective Date shall be deemed to be the fair value for such investment as of the most recent quarter end immediately prior to the Effective Date and, with respect to any investment acquired by the Company subsequent to the Effective Date, the cost basis shall equal the cost basis of such periodinvestment as reflected in the Company’s financial statements and (2) the income tax expense or benefit associated with all investments will be measured from the most recent quarter end immediately prior to the Effective Date through the date of any such calculation.

Incentive Fee. The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows.: (i) The first part of the Incentive Fee based on income (the “Income Income-Based Fee”) will shall be calculated and payable quarterly in arrears based on the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of incentive fee net investment income for the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”). (ii) quarter. For purposes of calculating this Agreement, pre-incentive fee net investment income for any given calendar quarter is calculated as (A) the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s sum of interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies companies, but excluding fees for providing managerial assistance) accrued by the Company during the relevant such calendar quarter(s)quarter, minus (B) the FundCompany’s operating expenses incurred during the relevant calendar quarter(s) for such quarter (including the Base Management Fee, any expenses payable under the Administration Agreement and any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares stock with PIK payment-in-kind dividends and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does incentive fee net investment income shall not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing PreIn calculating the Income-Incentive Based Fee Net Investment Incomefor any given calendar quarter, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, Company’s pre-incentive fee net interest investment income, if any, associated with expressed as a derivative financial instrument or swap (which represents rate of return on the difference between (i) the interest income and fees received in respect value of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the FundCompany’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees incentive fees payable during the period) at the beginning end of each applicable the immediately preceding calendar quarter comprising (the relevant Trailing Twelve Quarters“Rate of Return”), shall be compared to a hurdle rate of 2.0% per quarter (the “Hurdle Rate”). The Hurdle Amount will be calculated after making appropriate adjustments Company shall pay the Advisor an Income-Based Fee with respect to the FundCompany’s pre-incentive fee net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income investment income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (iA) No Income no Income-Based Fee in any calendar quarter in which the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income does not exceed the Hurdle Amount Rate in respect of the relevant Trailing Twelve Quarterssuch quarter; (iiB) The Income Fee shall equal 100% of the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income with respect to that portion of such Prepre-Incentive Fee Net Investment Incomeincentive fee net investment income, if any, that exceeds the Hurdle Amount Rate but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.05882.5% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarterssuch quarter; and (iiiC) For any calendar quarter 20% of the Company’s pre-incentive fee net investment income, if any, that exceeds 2.5% in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income such quarter; provided that, no incentive fee in respect of Section 3(b)(i) hereof will be payable except to the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15extent 20.0% of the amount cumulative net increase in net assets resulting from operations over the calendar quarter for which such fees are being calculated and the 11 preceding quarters exceeds the cumulative incentive fees accrued and/or paid pursuant to Section 3(b) hereof for such 11 preceding quarters. For the foregoing purposes, the “cumulative net increases in net assets resulting from operations” is the amount, if positive, of the Fund’s aggregate Presum of pre-Incentive Fee Net Investment Income in respect incentive fee net investment income, Base Management Fee, realized gains and losses and unrealized appreciation and depreciation of the relevant Trailing Twelve Quarters that exceeds Company for the Catchcalendar quarter for which such fees are being calculated and the 11 preceding calendar quarters. Income-Up Amount. These calculations will Based Fees shall be appropriately proadjusted for any share issuances or repurchases during the calendar quarter, and Income-rated Based Fees for any period of less than three months and adjusted for any share issuances or repurchases by shall be prorated based on the Fund during the current quarternumber of days in such period. (vii) The Income second part of the Incentive Fee is subject to a cap (the “Incentive Capital Gains Fee”) shall be calculated and payable in arrears at the end of each fiscal year (or, upon termination of this Agreement pursuant to Section 9, as of the termination date) based on the Company’s net capital gains. For purposes of this Agreement, net capital gains are calculated by subtracting (A) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (B) the Company’s cumulative aggregate realized capital gains. If such amount is positive at the end of the relevant calendar year, then the Capital Gains Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount for such year shall be equal to 1520% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters such amount, less the aggregate Income amount of Capital Gains Fees paid in all prior years. If such amount is negative, then there shall be no Capital Gains Fee for such year. If this Agreement shall terminate as of a date that is not a calendar-year end, the termination date shall be treated as though it were paid to a calendar-year end for purposes of calculating and paying a Capital Gains Fee. Any Capital Gains Fee for any partial year shall be prorated based on the Adviser number of days in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarterssuch year. For purposes of this purpose, “Cumulative Pre-Incentive Fee Net Return” during Agreement: (A) cumulative aggregate realized capital gains are calculated as the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect sum of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the differencedifferences, if positive, between (i1) the net sales price of each investment in the Company’s portfolio when sold and (2) the original cost of such investment; (B) cumulative aggregate realized capital losses are calculated as the absolute value of the sum of the differences, if negative, between (1) the net sales price of each investment in the Company’s portfolio when sold and (2) the original cost of such investment; and (C) aggregate unrealized capital lossesdepreciation is calculated as the absolute value of the sum of the differences, whether realized or unrealizedif negative, between (1) the valuation of each investment in respect the Company’s portfolio as of the end of the applicable calculation date and (2) the original cost of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such periodinvestment.

Incentive Fee. The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows.: (i) The part of the Pre-Incentive Fee based on income (the “Net Investment Income Fee”) Component. One part will be calculated and payable quarterly in arrears based on the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of for the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the quarter. “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income Income” means the Fund’s interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding and fees for providing significant managerial assistance) accrued earned during the relevant calendar quarter(s)quarter, minus the FundCompany’s operating expenses incurred during for the relevant calendar quarter(s) quarter (including the Base Management Fee, expenses payable under the Administration Agreement Fee and any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares stock with PIK payment-in-kind dividends and zero coupon securities), accrued income that the Fund has we have not yet received in cash. The Investment Adviser is not under any obligation to reimburse us for any part of the Incentive Fee it received that was based on accrued income that we never received as a result of a default by an entity on the obligation that resulted in the accrual of such income. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized and unrealized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect value of the reference Company’s net assets at the end of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters immediately preceding calendar quarter, will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters“Hurdle Rate”). The Hurdle Amount Company will be calculated after making appropriate adjustments pay the Investment Adviser an Incentive Fee with respect to the FundCorporation’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, be referred to as follows. (i) The part of the Incentive Fee based on income (the “Income Fee”) subordinated incentive fee,” will be calculated and payable quarterly monthly in arrears based on the Fund’s aggregate Prepre-Incentive Fee Net Investment Income in respect incentive fee adjusted net investment income for the immediately preceding month. The payment of the current calendar quarter and subordinated incentive fee will be subject to a monthly return to investors, expressed as a monthly rate of return on net assets at the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any beginning of the Fund’s first eleven calendar quarters) subject month, of 0.58333% (in either case7.0% annualized), the subject to a “Trailing Twelve Quarters”catch up” feature (as described below). (ii) . For purposes of calculating the Income Feethis purpose, Pre“pre-Incentive Fee Net Investment Income incentive fee adjusted net investment income” means the Fund’s interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)month, minus the Fund’s operating expenses incurred during for the relevant calendar quarter(s) month (including the Base Management Fee, Administrative Expenses and the expenses payable under the Administration Agreement any other administration or similar agreement and any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Fee), and less any increase in the Fund’s cumulative realized or unrealized losses during the month. Pre-Incentive Fee Net Investment Income incentive fee adjusted net investment income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, discount debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income incentive fee adjusted net investment income does not include any realized capital gains, realized capital losses gains or unrealized capital appreciation or depreciationappreciation. For purposes of computing Pre-Incentive Fee Net Investment Income, the The calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will subordinated incentive fee for each month is as follows: ● No subordinated incentive fee shall be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in for any calendar quarter month in which the Fund’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee adjusted net investment income does not exceed the Hurdle Amount in respect hurdle rate of the relevant Trailing Twelve Quarters; 0.58333% (iior 7.0% annualized) The Income Fee shall equal on net assets; ● 100% of the Fund’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Incomeincentive fee adjusted net investment income, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal to an amount 0.72917% in any calendar month (8.75% annualized) shall be payable to the Adviser. This portion of the subordinated incentive fee is referred to as the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount catch up” and is intended to provide the Adviser with an incentive fee of 1520.0% on all of the Fund’s Prepre-Incentive Fee Net Investment Income incentive fee adjusted net investment income as if the hurdle rate did not apply when the Fund’s aggregate Prepre-Incentive Fee Net Investment Income incentive fee adjusted net investment income exceeds 0.72917% (8.75% annualized) in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quartersany calendar month; and (iii) and ● For any calendar quarter month in which the Fund’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee adjusted net investment income exceeds the Catch-Up Amount0.72917% (8.75% annualized), the Income Fee subordinated incentive fee shall equal 1520.0% of the amount of the Fund’s aggregate Prepre-Incentive Fee Net Investment Income in respect of incentive fee adjusted net investment income, as the relevant Trailing Twelve Quarters that exceeds the Catchhurdle rate and catch-Up Amount. These calculations up will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarterhave been achieved. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears based on the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and Company for the eleven immediately preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either casequarter. For this purpose, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income Income” means the Fund’s interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies but excluding fees for providing managerial assistancean investment) accrued during the relevant calendar quarter(s)quarter, minus the FundCompany’s operating expenses incurred during for the relevant calendar quarter(s) quarter (including the Base Management Fee, expenses payable under the Administration Agreement Fee and any interest expense and distributions and/or dividends paid on any issued and outstanding debt or preferred sharesPreferred Stock, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation gains or depreciationrealized or unrealized losses. For purposes of computing Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect value of the reference Company’s net assets at the end of the derivative financial instrument or swap and (ii) immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% per quarter. The Company shall pay the interest expense or financing charges paid by the Fund Adviser an Incentive Fee with respect to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Company’s Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: : (i1) No Income no Incentive Fee in any calendar quarter in which the FundCompany’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; 2.00%; (ii2) The Income Fee shall equal 100% of the FundCompany’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount hurdle rate of 2.00% but is less than or equal to an amount 2.35294% in any calendar quarter; and (the “Catch-Up Amount”3) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fundamount of the Company’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital LossIncome, if any, in respect of the Trailing Twelve Quarters. If, that exceeds 2.35294% in any calendar quarter, the . The portion of such Incentive Fee Cap that is zero attributable to deferred interest (such as payment-in-kind interest or a negative valueoriginal issue discount) will be paid to the Adviser, without interest, only if and to the Fund extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall pay no Income Fee make any payments due hereunder to the Adviser in respect of that quarter. If, in any calendar quarter, or to the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay Adviser’s designee as the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such periodmay otherwise direct.

Incentive Fee. The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears based on the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and Company for the eleven immediately preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either casequarter. For this purpose, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income Income” means the Fund’s interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies but excluding fees for providing managerial assistancean investment) accrued during the relevant calendar quarter(s)quarter, minus the FundCompany’s operating expenses incurred during for the relevant calendar quarter(s) quarter (including the Base Management Fee, expenses payable under the Administration Agreement and any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, gains or realized capital losses or unrealized capital appreciation or depreciationlosses. For purposes of computing Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect value of the reference Company’s net assets at the end of the derivative financial instrument or swap and immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% per quarter (ii) 8.00% annualized). The Company shall pay the interest expense or financing charges paid by the Fund Adviser an Incentive Fee with respect to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Company’s Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: ; (i1) No Income no Incentive Fee in any calendar quarter in which the FundCompany’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; 2.00%; (ii2) The Income Fee shall equal 100% of the FundCompany’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal to an amount 2.50% in any calendar quarter; and (the “Catch-Up Amount”3) determined on a quarterly basis by multiplying 2.058820% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fundamount of the Company’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital LossIncome, if any, in respect of the Trailing Twelve Quarters. If, that exceeds 2.50% in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Incentive Fee shall consist of will be divided into two parts—: (1) a subordinated incentive fee on income and (2) an incentive fee based on income and an incentive fee based on capital gains. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be determined and payable in arrears as of the end of each calendar quarter during which the Investment Advisory Agreement is in effect. If this Agreement is terminated, the fee will also become payable as of the effective date of such termination. The subordinated incentive fee on income for each quarter will be calculated as follows. (i) The part of the Incentive Fee based : — No subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to stockholders of 2.00% per quarter on average adjusted capital (the “Income Feequarterly preferred return.”) will be calculated and payable quarterly — For any quarter in arrears based which pre-incentive fee net investment income exceeds 2.00% of average adjusted capital, the subordinated incentive fee on the Fund’s aggregate income shall equal 20% of pre-incentive fee net investment income. — “Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s incentive fee net investment income” is defined as interest income, distribution dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during for the relevant calendar quarter(s) (quarter, including the Base Management Fee, expenses payable under to the Administration Agreement and Company’s administrator, any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends and zero coupon securities), accrued incentive fee net investment income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes — Adjusted capital is defined as (a) cumulative proceeds generated from sales of computing Pre-Incentive Fee Net Investment Incomethe Company’s common stock, including proceeds from the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Thereforedistribution reinvestment plan, net interest income, if any, associated with a derivative financial instrument or swap of sales loads (which represents the difference between sales commissions and dealer manager fees) and (b) reduced for (i) the interest income and fees received in respect distributions paid to stockholders that represent return of the reference assets of the derivative financial instrument or swap capital and (ii) the interest expense or financing charges amounts paid by the Fund for share repurchases pursuant to the derivative or swap counterparty) share repurchase program. The incentive fee on capital gains will be included earned on investments sold and shall be determined and payable in the calculation of Pre-Incentive Fee Net Investment Income for purposes arrears as of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income end of each calendar year during which this Agreement is in respect effect. If this Agreement is terminated, the fee will also become payable as of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” effective date of such termination. The fee is equal to the product 20% of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common sharesrealized capital gains, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were amount of any previously paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-capital gains. Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap fee on capital gains is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) aboverealized capital gains on a cumulative basis from inception, the Fund shall pay the Adviser the Income Fee in respect computed net of such quarter. “Net Capital Loss” in respect of all realized capital losses and unrealized capital depreciation on a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such periodcumulative basis.

Incentive Fee. The Incentive Fee shall consist of will be divided into two parts—: (1) a subordinated incentive fee on income and (2) an incentive fee based on income and an incentive fee based on capital gains. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be determined and payable in arrears as of the end of each calendar quarter during which the Investment Advisory Agreement is in effect. If this Agreement is terminated, the fee will also become payable as of the effective date of such termination. For the calendar quarter in which the Effective Date occurs, the subordinated incentive fee on income will be prorated based on the number of days of the quarter in which this Agreement is in force. The subordinated incentive fee on income for each quarter will be calculated as follows. (i) The part of the Incentive Fee based : ¨ No subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to stockholders of 2.00% per quarter on average adjusted capital (the “Income Feequarterly preferred return.”) will be calculated and payable quarterly ¨ For any quarter in arrears based which pre-incentive fee net investment income exceeds 2.00% of average adjusted capital, the subordinated incentive fee on the Fund’s aggregate income shall equal 20% of pre-incentive fee net investment income. ¨ “Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s incentive fee net investment income” is defined as interest income, distribution dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during for the relevant calendar quarter(s) (quarter, including the Base Management Fee, expenses payable under to the Administration Agreement and Company’s administrator, any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends and zero coupon securities), accrued incentive fee net investment income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes ¨ Adjusted capital is defined as (a) cumulative proceeds generated from sales of computing Pre-Incentive Fee Net Investment Incomethe Company’s common stock, including proceeds from the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Thereforedistribution reinvestment plan, net interest income, if any, associated with a derivative financial instrument or swap of sales loads (which represents the difference between sales commissions and dealer manager fees) and (b) reduced for (i) the interest income and fees received in respect distributions paid to stockholders that represent return of the reference assets of the derivative financial instrument or swap capital and (ii) the interest expense or financing charges amounts paid by the Fund for share repurchases pursuant to the derivative or swap counterparty) share repurchase program. The incentive fee on capital gains will be included earned on investments sold and shall be determined and payable in the calculation of Pre-Incentive Fee Net Investment Income for purposes arrears as of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income end of each calendar year during which this Agreement is in respect effect. If this Agreement is terminated, the fee will also become payable as of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” effective date of such termination. The fee is equal to 20% of “incentive fee on capital gains,” which shall equal the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum Company’s realized capital gains on a cumulative basis from inception, calculated as of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning end of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include year, less all issuances by the Fund of its common sharesrealized capital losses and unrealized capital depreciation on a cumulative basis, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were amount of any previously paid capital gain incentive fees, including any capital gain incentive fees paid or payable to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve QuartersPrior Adviser. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears based on the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and Company for the eleven immediately preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either casequarter. For this purpose, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income Income” means the Fund’s interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies but excluding fees for providing managerial assistancean investment) accrued during the relevant calendar quarter(s)quarter, minus the FundCompany’s operating expenses incurred during for the relevant calendar quarter(s) quarter (including the Base Management Fee, expenses payable under the Administration Agreement (if in effect) and any interest expense and distributions and/or dividends paid on any issued and outstanding debt or preferred sharesPreferred Interests, but excluding any distribution or shareholder servicing fees and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation gains or depreciationrealized or unrealized losses. For purposes of computing Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect value of the reference Company’s net assets at the end of the derivative financial instrument or swap and (ii) immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% per quarter. The Company shall pay the interest expense or financing charges paid by the Fund Adviser an Incentive Fee with respect to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Company’s Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: : (i1) No Income no Incentive Fee in any calendar quarter in which the FundCompany’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; 2.00%; (ii2) The Income Fee shall equal 100% of the FundCompany’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount hurdle rate of 2.00% but is less than or equal to an amount 2.35294% in any calendar quarter; and (the “Catch-Up Amount”3) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fundamount of the Company’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital LossIncome, if any, in respect of the Trailing Twelve Quarters. If, that exceeds 2.35294% in any calendar quarter, the . The portion of such Incentive Fee Cap that is zero attributable to deferred interest (such as payment-in-kind interest or a negative valueoriginal issue discount) will be paid to the Adviser, without interest, only if and to the Fund extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall pay no Income Fee make any payments due hereunder to the Adviser in respect of that quarter. If, in any calendar quarter, or to the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay Adviser’s designee as the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such periodmay otherwise direct.

Incentive Fee. The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears based on and equal to 15% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and Fund or each class of Shares of the eleven Fund (to the extent that the Fund offers multiple classes of Shares) (“Class”), based on such Class’s net asset value relative to the Fund as a whole, for the immediately preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either casequarter, the subject to a “Trailing Twelve Quarters”). (ii) hurdle” and a “catch up” feature. For purposes of calculating the Income Feethis purpose, “Pre-Incentive Fee Net Investment Income Income” means the Fund’s (a) interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistancefees) accrued during the relevant calendar quarter(squarter (or, if applicable, a Class’s allocable share of such income), minus (b) the Fund’s operating expenses incurred during for the relevant calendar quarter(s) quarter (including the Base Management Fee, expenses payable under the Administration Agreement and Agreement, any interest expense and distributions and/or dividends paid on any issued and outstanding debt or preferred sharesstock and, if applicable, any fees payable for distribution and/or shareholder servicing agreements, but excluding any distribution or shareholder servicing fees organizational and offering expenses and the Incentive Fee) (or, if applicable, a Class’s allocable share of such operating expenses) after giving application to any reimbursement or recoupment under any expense limitation and reimbursement agreement to which the Fund may be a party, as may be amended from time to time (the “Expense Limitation and Reimbursement Agreement”). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero zero-coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation gains or depreciationrealized or unrealized losses. For purposes of computing Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the calculation methodology will look through derivative financial instruments value of the Fund’s or swaps Class’s, as if the Fund owned the reference assets directly. Thereforeapplicable, net interest income, if any, associated with a derivative financial instrument or swap (which represents assets at the difference between (i) the interest income and fees received in respect end of the reference assets immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% (8.00% annualized) of the derivative financial instrument Fund’s or swap Class’s, as applicable, net asset value per quarter and (ii) a “catch up” feature, the interest expense or financing charges paid by Incentive Fee. The Fund shall pay the Fund Adviser an Incentive Fee with respect to the derivative Fund’s or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Class’s, as applicable, Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: : (i1) No Income no Incentive Fee in any calendar quarter in which the Fund’s aggregate or Class’s, as applicable, Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect hurdle of 2.00% of the relevant Trailing Twelve Quarters; Fund’s net asset value; (ii2) The Income Fee shall equal 100% of the Fund’s aggregate or Class’s, as applicable, Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.05882.3529% by of the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal (9.4118% annualized); and (3) 15% of the amount of the Fund’s aggregate or Class’s, as applicable, Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital LossIncome, if any, in respect that exceeds 2.3529% of the Trailing Twelve Quarters. If, Fund’s net asset value in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Advisor shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows.: (i) Investment Income Fee. The part of the Incentive Fee based on Advisor shall receive an investment income fee (the “Investment Income Fee”) will be calculated and payable quarterly in arrears based on equal to 15% of the Fundexcess, if any, of the Company’s aggregate Pre-Incentive Fee Net Investment Income in respect of for the current calendar fiscal quarter and the eleven preceding calendar quarters over a quarterly hurdle rate equal to 2% (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (8% annualized), multiplied, in either case, by the Company’s average monthly Net Assets for the quarter. “Trailing Twelve Quarters”). (ii) For Net Assets” means the Managed Assets less deferred taxes, debt entered into for the purposes of calculating leverage and the Income Fee, Pre-Incentive Fee aggregate liquidation preference of outstanding preferred shares. “Net Investment Income Income” means the Fund’s interest incomeincome (including accrued interest that we have not yet received in cash), dividend and distribution income from equity investments (but excluding that portion of cash distributions that are treated as a return of capital), and any other income (including any other fees such as commitment, origination, syndication, structuring, diligence diligence, monitoring, and consulting fees or other fees that the Fund receives Company is entitled to receive from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)fiscal quarter, minus the FundCompany’s operating expenses incurred during the relevant calendar quarter(s) for such quarter (including the Base Management Fee, expenses payable under the Administration Agreement and pursuant to Section 11 below, any interest expense expense, any accrued income taxes related to net investment income, and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, if any, but excluding any distribution or shareholder servicing fees and the Incentive FeeFee payable hereunder). Pre-Incentive Fee Net Investment Income also includes, in the case of investments with a deferred interest or income feature (such as market discount, original issue discount, debt or equity instruments with a payment-in-kind (“PIK”) interestfeature, preferred shares with PIK dividends and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses losses, or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net The Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% be calculated and payable quarterly in arrears within thirty (30) days of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect end of each fiscal quarter, with the fee first accruing from the first anniversary of the relevant Trailing Twelve Quarters with respect to that portion day the Company receives the proceeds from its initial offering of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount common shares (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning Commencement of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee CapOperations”). The Incentive Investment Income Fee Cap in respect of any calendar quarter is an amount equal to 15% calculation shall be adjusted appropriately on the basis of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser number of calendar days in the preceding eleven calendar quarters (first fiscal quarter the fee accrues or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” fiscal quarter during which the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income Agreement is in respect effect in the event of termination of the Trailing Twelve Quarters less (y) Agreement during any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar fiscal quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Incentive Fee shall consist of incentive fee will be divided into two parts—: (1) a subordinated incentive fee on income, and (2) an incentive fee based on income and an incentive fee based on capital gains, as follows. (i) The . Each part of the Incentive Fee based incentive fee is outlined below. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be determined and payable in arrears as of the end of each calendar quarter during which the Investment Advisory Agreement is in effect. In the case of a liquidation or if the Investment Advisory Agreement is terminated, the fee will also become payable as of the effective date of the event. The subordinated incentive fee on income for each calendar quarter will be calculated as follows: · No subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to shareholders of 1.75% per quarter on average adjusted capital (the “Income Feequarterly preferred return.”) · All pre-incentive fee net investment income, if any, that exceeds the quarterly preferred return, but is less than or equal to 2.1875% of average adjusted capital in any quarter, will be calculated and payable quarterly to the Adviser. · For any quarter in arrears based which pre-incentive fee net investment income exceeds 2.1875% of average adjusted capital, the subordinated incentive fee on the Fund’s aggregate income shall equal 20% of pre-incentive fee net investment income. · “Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s interest incentive fee net investment income, distribution ” is defined as investment income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during for the relevant calendar quarter(s) (quarter, including the Base Management Fee, expenses payable under the Administration Agreement and Administrative Services Agreement, any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Fee)incentive fee. Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends and zero coupon securities), accrued incentive fee net investment income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any expense support payments and/or any reimbursement by the Company of expense support payments (as defined in the Expense Support and Conditional Reimbursement Agreement) nor any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation, except for net investment income associated with derivatives or swaps, as provided herein. For purposes · Adjusted capital is defined as (a) cumulative proceeds generated from sales of computing Pre-Incentive Fee Net common stock, including proceeds from the distribution reinvestment plan, net of sales loads (sales commissions and dealer manager fees) and (b) reduced for (i) distributions paid to shareholders that represent return of capital on a tax basis and (ii) amounts paid for share repurchases pursuant to the share repurchase program, if any. The incentive fee on capital gains will be earned on liquidated investments and shall be determined and payable in arrears as of the end of each calendar year during which the Investment IncomeAdvisory Agreement is in effect. In the case of a liquidation, or if the Investment Advisory Agreement is terminated, the calculation methodology fee will look through derivative financial instruments or swaps also become payable as if of the Fund owned the reference assets directlyeffective date of such event. ThereforeThe annual fee will equal (i) 20% of realized capital gains on a cumulative basis from inception, net interest incomeof all realized capital losses on a cumulative basis from inception and unrealized depreciation, less (ii) the aggregate amount, if any, previously paid incentive fees on capital gains. The incentive fee on capital gains will disregard any net investment income associated with a derivative financial instrument derivatives or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund swaps, that is treated as capital gains pursuant to the derivative or swap counterparty) will be generally accepted accounting principles but included in the calculation of Prepre-Incentive Fee Net Investment Income incentive fee net investment income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect calculation of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an subordinated incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarterincome. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Commencing on the Effective Date, the Incentive Fee shall consist of two parts—: (1) a subordinated incentive fee on income, and (2) an incentive fee based on income and an incentive fee based on capital gains, as follows.. The Incentive Fee for any partial quarter shall be appropriately pro-rated. Each part of the Incentive Fee is outlined below: (i) The first part of the Incentive Fee based Fee, referred to as the subordinated incentive fee on income (the “Income Fee”) income, will be calculated and payable quarterly in arrears based on the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect incentive fee net investment income for the immediately preceding quarter. The payment of the current calendar quarter and subordinated incentive fee on income will be subject to pre-incentive fee net investment income for the eleven preceding calendar quarters (or the appropriate portion thereof in the case previous quarter, expressed as a quarterly rate of any return on net assets of the Fund’s first eleven Company at the beginning of the most recently completed calendar quarters) quarter, exceeding 1.5% (in either case6.0% annualized), the subject to a “Trailing Twelve Quarters”catch up” feature (as described below). (ii) . For purposes of calculating the Income Feethis purpose, Prepre-Incentive Fee Net Investment Income incentive fee net investment income means the Fund’s interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the FundCompany’s operating expenses incurred during for the relevant calendar quarter(s) quarter (including the Base Management Fee, Administrative Services expenses, the expenses payable under the Administration Agreement any other administration or similar agreement and any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock and any income tax expense on the Company’s net investment income and any excise tax, but excluding any distribution income tax expense or shareholder servicing fees benefit on the Company’s realized capital gains, realized capital losses or unrealized capital appreciation or depreciation and the Incentive Fee). Pre-Incentive Fee Net Investment Income incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, discount debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation, or any income tax expense or benefit related to such items. For purposes of computing Pre-Incentive Fee Net Investment Income, the The calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income subordinated incentive fee on income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per each quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter is as follows: (i) 1. No Income Fee subordinated incentive fee on income shall be payable to the Adviser in any calendar quarter in which the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income does not exceed the Hurdle Amount in respect hurdle rate of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 1001.5% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.6.0% annualized);

Incentive Fee. The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears based on and equal to 15% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and Fund or each class of Shares of the eleven Fund (to the extent that the Fund offers multiple classes of Shares) (“Class”), based on such Class’s net asset value relative to the Fund as a whole, for the immediately preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either casequarter, the subject to a “Trailing Twelve Quarters”). (ii) hurdle” and a “catch up” feature. For purposes of calculating the Income Feethis purpose, “Pre-Incentive Fee Net Investment Income Income” means the Fund’s (a) interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistancefees) accrued during the relevant calendar quarter(squarter (or, if applicable, a Class’s allocable share of such income), minus (b) the Fund’s operating expenses incurred during for the relevant calendar quarter(s) quarter (including the Base Management Fee, expenses payable under the Administration Agreement and Agreement, any interest expense and distributions and/or dividends paid on any issued and outstanding debt or preferred sharesstock and, if applicable, any fees payable for distribution and/or shareholder servicing agreements, but excluding any distribution or shareholder servicing fees organizational and offering expenses and the Incentive Fee) (or, if applicable, a Class’s allocable share of such operating expenses) after giving application to any reimbursement or recoupment under any expense limitation and reimbursement agreement to which the Fund may be a party, as may be amended from time to time (the “Expense Limitation and Reimbursement Agreement”). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero zero-coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation gains or depreciationrealized or unrealized losses. For purposes of computing Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the calculation methodology will look through derivative financial instruments value of the Fund’s or swaps Class’s, as if the Fund owned the reference assets directly. Thereforeapplicable, net interest income, if any, associated with a derivative financial instrument or swap (which represents assets at the difference between (i) the interest income and fees received in respect end of the reference assets immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 1.875% (7.5% annualized) of the derivative financial instrument Fund’s or swap Class’s, as applicable, net asset value per quarter and (ii) a “catch up” feature, the interest expense or financing charges paid by Incentive Fee. The Fund shall pay the Fund Adviser an Incentive Fee with respect to the derivative Fund’s or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Class’s, as applicable, Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: : (i1) No Income no Incentive Fee in any calendar quarter in which the Fund’s aggregate or Class’s, as applicable, Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect hurdle of 1.875% of the relevant Trailing Twelve Quarters; Fund’s net asset value; (ii2) The Income Fee shall equal 100% of the Fund’s aggregate or Class’s, as applicable, Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.05882.20588% by of the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal (8.82353% annualized); and (3) 15% of the amount of the Fund’s aggregate or Class’s, as applicable, Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital LossIncome, if any, in respect that exceeds 2.20588% of the Trailing Twelve Quarters. If, Fund’s net asset value in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.