Common use of Incentive Fee Clause in Contracts

Incentive Fee. The Incentive Fee will be divided into two parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gains. Each part of the 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. 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 “quarterly preferred return”). · 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 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 income shall equal 20% of pre-incentive fee net investment income. · “Pre-incentive fee net investment income” is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Base Management Fee, expenses payable to the Company’s administrator, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The incentive fee on capital gains will be earned on investments sold and shall be determined and payable in arrears as of the end of each calendar year 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. The fee is equal to 20% of realized capital gains, less the aggregate 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.

Incentive Fee. The Incentive Fee will be divided into two parts: (1) a subordinated an incentive fee on income, and (2) an incentive fee on capital gains. Each part of the Incentive Fee is outlined below. The subordinated first part, the 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 terminatedincome, 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 and payable quarterly in any calendar quarter in which arrears based upon 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 Company’s “quarterly preferred return”). · 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 which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of ” for the immediately preceding fiscal quarter, the subordinated . The incentive fee on income shall equal 20will be subject to a hurdle rate, measured quarterly and expressed as a rate of return on adjusted capital at the beginning of the most recently completed calendar quarter, of 1.75% of (7.0% annualized), subject to a “catch up” feature. For this purpose, “pre-incentive fee net investment income. · “Pre-incentive fee net investment income” is defined as means interest income, dividend income and any other income (including any other fees, other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter, quarter (including the Base Management Feebase management fee, expenses payable reimbursed to the Company’s administrator, administrator under the administration agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Feeincentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of this fee, adjusted capital will mean cumulative gross proceeds generated from issuances of the Company’s common stock (including the Company’s distribution reinvestment plan) reduced for distributions to investors that represent a return of capital and amounts paid for share repurchases pursuant to the Company’s share repurchase program. The calculation of the incentive fee on income for each quarter is as follows: • No incentive fee on income is payable to the Adviser in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the preferred return rate of 1.75% (the “hurdle rate”). • 100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the hurdle rate, but is less than or equal to 2.1875% in any calendar quarter (8.75% annualized) is payable to the Adviser. This portion of the Company’s pre-incentive fee net investment income is referred to as the “catch-up.” The “catch-up” provision is intended to provide the Adviser with an incentive fee of 20.0% on all of the Company’s pre-incentive fee net investment income when the Company’s pre-incentive fee net investment income reaches 2.1875% in any calendar quarter. • 20.0% of the amount of the Company’s pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized) is payable to the Adviser once the hurdle rate is reached and the catch-up is achieved (20.0% of all pre-incentive fee net investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro-rated for any period of less than three (3) months. The second part of the incentive fee, the incentive fee on capital gains, will be an incentive fee on capital gains will be earned on liquidated investments sold from the portfolio and shall will be determined and payable in arrears as of the end of each calendar year during which this Agreement is in effect(or upon termination of the investment advisory agreement). If this Agreement is terminated, the This fee will also become payable as equal twenty percent (20%) of the effective date of such termination. The fee is equal to 20% of realized capital gains, less the aggregate amount of any previously paid incentive fee on capital gains. Incentive fee on capital gains is equal to 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 the aggregate amount of any previously paid capital gain incentive fees.

Incentive Fee. The Investment Manager 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 the liquidation or termination. The Incentive Fee will be divided into two parts: is based on Pre-Incentive Fee Net Investment Income, as defined below, earned on direct investments (1and excluding short-term investments and investments in underlying private funds) a subordinated incentive fee on income, and (2) an incentive fee on capital gains. Each part attributable to each class of the Incentive Fee is outlined below. The subordinated incentive fee on income is earned on pre-incentive fee net investment income Fund’s common shares (“Class”), and shall be determined and payable in arrears as of the end of each calendar fiscal quarter during which the Investment Advisory Agreement is in effect. If this Agreement is terminated, the fee will also become payable as of beginning on and after the effective date of such terminationthis Agreement. The subordinated incentive fee on income With respect to each Class, the Incentive Fee for each fiscal quarter will be calculated as follows: · : (i) No subordinated incentive fee on income will be payable in any calendar fiscal quarter in which the prePre-incentive fee net investment income Incentive Fee Net Investment Income attributable to the Class does not exceed a quarterly return to stockholders of 1.751.50% per quarter based on our the Class’s average daily net assets at the end of the immediately preceding fiscal quarter (calculated in accordance with GAAP) (the “quarterly preferred returnQuarterly Return”). · For any quarter in which pre. (ii) All Pre-incentive fee net investment income Incentive Fee Net Investment Income attributable to the Class (if any) that exceeds the quarterly preferred returnQuarterly Return, but is less than or equal to 2.18751.765% of our the average daily net assets at of that Class (calculated in accordance with GAAP) for the end fiscal quarter will be payable to the Investment Manager. (iii) For any fiscal quarter in which Pre-Incentive Fee Net Investment Income attributable to the Class exceeds 1.765% of the immediately preceding fiscal quarter Class’s average daily net assets (the “catch up”calculated in accordance with GAAP), the subordinated incentive fee on income Incentive Fee with respect to that Class shall equal 10015% of prePre-incentive fee net investment income. · For any quarter in which pre-incentive fee net investment income exceeds 2.1875% of our net assets at Incentive Fee Net Investment Income attributable to the end of the immediately preceding fiscal quarter, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income. · Class. (iv) “Pre-incentive fee net investment incomeIncentive Fee Net Investment Income,” with respect to each Class, is defined as the Class’s share of interest incomeincome (allocated based on the net asset value of the Class relative to the Fund as a whole), dividend income and any other income accrued during the calendar fiscal quarter, minus (A) the Class’s allocable share of Fund operating expenses for accrued during the quarterfiscal quarter (including, including without limitation, the Base Management Fee, expenses payable to the Company’s administrator, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee) and (B) the distribution and/or shareholder servicing fees (if any) attributable to the Class accrued during the fiscal quarter. For the avoidance of doubt, 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. The incentive fee on capital gains will be income earned on short-term investments sold and shall be determined and payable or investments in arrears as of the end of each calendar year 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. The fee is equal to 20% of realized capital gains, less the aggregate 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 basisunderlying private funds.

Incentive Fee. The Incentive Fee will be incentive fee is divided into two parts: (1) a subordinated incentive fee on income, income and (2) an incentive fee on capital gains. Each part of the Incentive Fee is outlined below. . (i) 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 this Agreement is in effect. If In the case of a liquidation or if this Agreement is terminated, the fee will also become payable as of the effective date of such terminationthe event. 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 For purposes of 1.75% per quarter on our net assets at the end of the immediately preceding fiscal quarter (the “quarterly preferred return”). · 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”), calculating the subordinated incentive fee on income shall equal 100% of fee, (A) “pre-incentive fee net investment income. · For any quarter in 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 income shall equal 20% of pre-incentive fee net investment income. · “Pre-incentive fee net investment income” is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Base Management Fee, expenses payable under the Administrative Services Agreement, dated as of the date hereof (as it may be amended from time to the Company’s administratortime), any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding (x) the Incentive Fee. Pre-incentive fee net investment income does not include Fee and (y) any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation, (B) “cumulative net increase in net assets resulting from operations” is defined as the sum of the pre-incentive fee net 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 (x) through December 31, 2017, the period which commences on January 1, 2017 and ends on the last day of the most recently completed quarter and (y) after December 31, 2017, the most recently completed quarter and the three preceding calendar quarters. 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 the preferred return rate to shareholders of 1.75% (7.00% annualized) (the “preferred return”) of average net assets; – 100% of pre-incentive fee net investment income, if any, that exceeds the preferred return, but is less than or equal to 2.1875% in any quarter (8.75% annualized), will be payable to the Adviser (the “catch up provision”), which is intended to provide the Adviser with an incentive fee of 20% on all of the pre-incentive fee net investment income when the pre-incentive fee net investment income reaches 2.1875% in any quarter (8.75% annualized) of average net assets; and – for any quarter in which pre-incentive fee net investment income exceeds 2.1875% (8.75% annualized) of average net assets, the subordinated incentive fee on income shall equal 20% 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 cumulative net increase in net assets resulting from operations over the look-back period exceeds the cumulative incentive fees accrued and/or paid for the look-back period. (ii) The incentive fee on capital gains will be earned on liquidated investments sold and shall be determined and payable in arrears as of the end of each calendar year during which this Agreement is in effect. If In the case of a liquidation, or if this Agreement is terminated, the fee will also become payable as of the effective date of such terminationevent. The fee is equal to 20% of realized capital gains, less the aggregate amount of any previously paid incentive fee on such capital gains. Incentive The 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.

Incentive Fee. The Incentive Fee will be divided into two parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gains. Each part of the 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. 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 “quarterly preferred return”). · ● 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 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 income shall equal 20% of pre-incentive fee net investment income. · ● “Pre-incentive fee net investment income” is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Base Management Fee, expenses payable to the Company’s administrator, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The incentive fee on capital gains will be earned on investments sold and shall be determined and payable in arrears as of the end of each calendar year 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. The fee is equal to 20% of realized capital gains, less the aggregate 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.

Incentive Fee. The Incentive Fee will be divided into two parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gains. Each part of the 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. 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 “quarterly preferred return.”). · ) • 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 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 income shall equal 20% of pre-incentive fee net investment income. · • “Pre-incentive fee net investment income” is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Base Management Fee, expenses payable to the Company’s administrator, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The incentive fee on capital gains will be earned on investments sold and shall be determined and payable in arrears as of the end of each calendar year 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. The fee is equal to 20% of realized capital gains, less the aggregate 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 is financially accretive and/or otherwise beneficial to its stockholders even if the Adviser will not act as an investment adviser to the surviving entity in the merger, we may seek exemptive relief from the SEC to allow us to pay the Adviser an incentive fee on capital gains in connection with the Company’s merger with and into another entity. Absent the receipt of such relief, the Adviser will not be entitled to an incentive fee on capital gains or any other incentive fee in connection with any such merger transaction.

Incentive Fee. The Incentive Fee will be divided into two parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gains. Each part of the 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 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 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: · 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 shareholders of 1.752.00% per quarter on our net assets at the end of the immediately preceding fiscal quarter average adjusted capital (the “quarterly preferred return.”). ) · For any quarter in which pre-incentive fee net investment income exceeds the quarterly preferred return, but is less than or equal to 2.18752.00% 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 which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of the immediately preceding fiscal quarteraverage adjusted capital, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income. · “Pre-incentive fee net investment income” is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Base Management Fee, expenses payable to the CompanyFund’s administrator, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The incentive fee on · Adjusted capital gains will be earned on investments sold and shall be determined and payable in arrears is defined as (a) cumulative proceeds generated from sales of the end of each calendar year during which this Agreement is in effect. If this Agreement is terminatedFund’s Shares, including proceeds from the fee will also become payable as of the effective date of such termination. The fee is equal to 20% of realized capital gainsdistribution reinvestment plan, less the aggregate 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 sales loads (sales commissions and dealer manager fees) and (b) reduced for (i) distributions paid to shareholders that represent return of capital losses and unrealized capital depreciation on a cumulative basis(ii) amounts paid for share repurchases pursuant to the share repurchase program.

Incentive Fee. The Incentive Fee will be divided into incentive fee has two parts: (1) a . The first part, which we refer to as the subordinated incentive fee on income, will be calculated and (2) an payable quarterly in arrears based upon our “pre-incentive fee on capital gains. Each part of net investment income” for the Incentive Fee is outlined belowimmediately preceding quarter. The subordinated incentive fee on income is earned will be subject to a quarterly hurdle rate, expressed as a rate of return on our net assets for the most recently completed calendar quarter, of 2.0% (8.0% annualized), subject to a “catch up” feature. As a result, YCM will not earn this incentive fee for any quarter until our pre-incentive fee net investment income and shall for such quarter exceeds the hurdle rate of 2.0%. Once our pre-incentive fee net investment income in any quarter exceeds the hurdle rate, YCM will be determined and payable in arrears as entitled to a “catch-up” fee equal to the amount of the end of each calendar quarter during which the Investment Advisory Agreement is pre-incentive fee net investment income in effect. If this Agreement is terminated, the fee will also become payable as excess of the effective date of such termination. The subordinated hurdle rate, until our pre-incentive fee on net investment income for each such quarter will be calculated equals 0.5% of our net assets, or 2.0% annually. This “catch-up” feature allows YCM to recoup the fees foregone as follows: · No subordinated incentive fee on income will be payable in a result of the existence of the hurdle rate. For 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 “quarterly preferred return”). · For any quarter in which pre-incentive fee net investment income exceeds the quarterly preferred return, but is less than or equal to 2.18752.5% of our net assets at the end of the immediately preceding fiscal quarter (the “catch up”)assets, the subordinated incentive fee on income shall will equal 10020.0% of pre-incentive fee net investment income. · For any quarter in which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of the immediately preceding fiscal quarterthis purpose, the subordinated incentive fee on income shall equal 20% of “pre-incentive fee net investment income. · “Pre-incentive fee net investment income” is defined as means interest income, dividend income and any other income (including any other fees, other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter, quarter (including the Base Management Feebase management fee, expenses payable reimbursed to YCM under the Company’s administrator, investment advisory agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Feeincentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with • No incentive fee is payable to YCM in any calendar quarter in which our pre-incentive fee net investment income does not include exceed the preferred return rate of 2.0%, or the preferred return; • 100% of the pre-incentive fee net investment income when the pre-incentive fee net investment income is greater than 2.0% but less than 2.5%; • 20.0% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.5% in any realized capital gainscalendar quarter (10.0% annualized, realized capital losses or unrealized capital appreciation or depreciationwhen taking the hurdle rate and the catch-up fee together) is payable to YCM once the preferred return is reached. Our board of directors, including a majority of independent directors, will oversee and monitor our investment performance and, beginning with the second anniversary of the effective date of the investment advisory and administrative services agreement, will annually review the compensation we pay to YCM to determine that the provisions of the investment advisory and administrative services agreement are carried out. The second part of the incentive fee, which we refer to as the incentive fee on capital gains during operations, will be an incentive fee on capital gains earned on liquidated investments sold from the portfolio during operations prior to a liquidation of the Company and shall will be determined and payable in arrears as of the end of each calendar year during which this Agreement is in effect(or upon termination of the investment advisory agreement). If this Agreement is terminated, the This fee will also become payable as of the effective date of such termination. The fee is equal to 2020.0% of realized our incentive fee capital gains, less the aggregate amount of any previously paid incentive fee on capital gains. Incentive fee on capital gains is which will equal to our 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 the aggregate amount of any previously paid capital gains incentive fees.

Incentive Fee. Beginning on the first anniversary of the Commencement Date (the “Incentive Fee Commencement Date”), the Fund shall pay the Adviser an Incentive Fee. The Incentive Fee shall consist of two parts—an incentive fee based on income (“Investment Income Incentive Fee”) and an incentive fee based on capital gains (“Capital Gains Incentive Fee”), as follows: (i) Investment Income Incentive Fee. (a) For the periods ending on or prior to the second anniversary of the Incentive Fee Commencement Date, the Investment Income Incentive Fee will be divided into two parts: (1) calculated and payable on a subordinated quarterly basis, in arrears, and will equal 7.50% of pre-incentive fee on incomenet investment income of the Fund, and subject to a quarterly preferred return to a “Hurdle Rate” of 1.25% per quarter (2) 5.00% annualized). The Fund shall pay the Adviser an Investment Income Incentive Fee with respect to its pre-incentive fee on capital gains. Each part of the net investment income as follows: (A) no Investment Income Incentive Fee is outlined below. The subordinated incentive fee on income is earned based 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 Fund’s 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 Hurdle Rate; (the “quarterly preferred return”). · 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 B) 100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Rate but is less than 1.3514% in any calendar quarter (5.4054% annualized). · For any quarter in This portion of the pre-incentive fee net investment income (which exceeds the Hurdle Rate but is less than 1.3514%) is referred to as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 7.50% of the Fund’s pre-incentive fee net investment income as if a Hurdle Rate did not apply if pre-incentive fee net investment income exceeds 2.18751.3514% in any calendar quarter; and (C) 7.50 % of our the pre-incentive fee net assets at investment income, if any, that exceeds 1.3514% in any calendar quarter (5.4054% annualized), which reflects that once the end Hurdle Rate is reached and the catch-up is achieved, 7.50% of all pre-incentive fee net investment income is paid to the Adviser. (b) For periods ending after the second anniversary of the immediately preceding fiscal quarterIncentive Fee Commencement Date, the subordinated incentive fee Investment Income Incentive Fee will be calculated and payable on income shall a quarterly basis, in arrears, and will equal 2012.50% of pre-incentive fee net investment income of the Fund, subject to a quarterly preferred return to a “Hurdle Rate” of 1.25% per quarter (5.00% annualized). The Fund shall pay the Adviser an Investment Income Incentive Fee with respect to its pre-incentive fee net investment income as follows: (A) no Investment Income Incentive Fee based on pre-incentive fee net investment income in any calendar quarter in which the Fund’s pre-incentive fee net investment income does not exceed the Hurdle Rate; (B) 100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Rate but is less than 1.43% in any calendar quarter (5.72% annualized). · This portion of the pre-incentive fee net investment income (which exceeds the Hurdle Rate but is less than 1.43%) is referred to as the “Precatch-up.” The “catch-up” is meant to provide the Adviser with approximately 12.50% of the Fund’s pre-incentive fee net investment income as if a Hurdle Rate did not apply if pre-incentive fee net investment income exceeds 1.43% in any calendar quarter; and (C) 12.50% of the pre-incentive fee net investment income, if any, that exceeds 1.43% in any calendar quarter (5.72% annualized), which reflects that once the Hurdle Rate is reached and the catch-up is achieved, 12.50% of all pre-incentive fee net investment income is paid to the Adviser. For purposes of calculating the Investment Income Incentive Fee, “pre-incentive fee net investment income” is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Base Management Fee, expenses payable to the Company’s administratorAdministrator under the Administration Agreement, any interest expense and dividends distributions paid on any issued and outstanding preferred stockshares (if any), but excluding (x) the Incentive Fee. Pre-incentive fee net investment income does not include Fee and (y) any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The Pre-incentive fee on capital gains will be earned on net investment income includes, in the case of investments sold with a deferred interest feature (such as debt instruments with payment-in-kind (“PIK”) interest and shall be determined and payable zero-coupon securities), accrued income that the Fund has not yet received in arrears as of the end of each calendar year 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 terminationcash. The fee Adviser is equal not obligated to 20% of realized capital gains, less return to the aggregate amount of any previously paid incentive fee Fund the Incentive Fee it receives on capital gains. Incentive fee on capital gains PIK interest that is equal later determined to realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basisbe uncollectible in cash.

Incentive Fee. The Incentive Fee will be divided into 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. Each , as follows: (i) The part of the Incentive Fee is outlined below. The subordinated incentive fee based 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 (“Income Fee”) will be calculated as follows: · No subordinated incentive fee on income will be and payable quarterly in any arrears commencing with the first calendar quarter in which following the Company’s election to be regulated as a BDC, and equals 15% of the pre-incentive fee net investment income does not exceed in excess of a 1.5% quarterly return to stockholders of 1.75(6% per quarter on our net assets at the end of the immediately preceding fiscal quarter annually) (the “quarterly preferred returnHurdle Rate”). · For any quarter in which prePre-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 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 income shall equal 20% of pre-incentive fee net investment income. · “Pre-incentive fee net investment income” is defined as means interest income, dividend income and any other income accrued during (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees the calendar quarterCompany receives from portfolio companies) that the Company accrues, minus the Company’s operating expenses for the quarter, quarter (including the Base Management Fee, expenses payable to under the Company’s administratorAdministration Agreement the Company has entered into with the Administrator, and any interest expense and dividends paid on any issued and outstanding indebtedness or preferred stock, respectively, but excluding excluding, for avoidance of doubt, the Incentive Feeincome-based incentive fee accrued under GAAP). Pre-incentive fee net investment income does also includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Company has not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciationyet received in cash. The incentive fee Investment Advisor is not under any obligation to reimburse the Company for any part of the Income Fee it received that was based on capital gains accrued interest that the Company never actually received. (ii) The second part of the Incentive Fee (“Capital Gains Fee”) will be earned on investments sold and shall be determined and payable in arrears in cash as of the end of each calendar year during which (or upon termination of this Agreement is in effect. If this Agreement is terminatedas set forth below), the fee and will also become payable as equal 15% of the effective date of such termination. The fee is equal to 20% of realized capital gains, less the aggregate amount of any previously paid incentive fee on capital gains. Incentive fee on capital gains is equal to Company’s realized capital gains on a cumulative basis from inceptionthe Company’s election to be regulated as a BDC through the end of the calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid Capital 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 investments in its portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the original cost of such investment since the Company’s inception. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the original cost of such investment since the Company’s inception. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between 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, less aggregate unrealized capital depreciation, with respect to its portfolio of investments.

Incentive Fee. The Incentive Fee incentive fee will be divided into two three parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gainsgains and (3) a subordinated listing incentive fee. Each part of the Incentive Fee 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. If this 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 such terminationthe event. 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 shareholders of 1.75% per quarter on our net assets at the end of the immediately preceding fiscal quarter average adjusted capital (the “quarterly preferred return.”). · For any quarter in which ) — All pre-incentive fee net investment income income, if any, that exceeds the quarterly preferred return, but is less than or equal to 2.1875% of our net assets at average adjusted capital in any quarter, will be payable to 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 incomeAdviser. · — For any quarter in which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of the immediately preceding fiscal quarteraverage adjusted capital, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income. · — “Pre-incentive fee net investment income” is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Base Management Fee, expenses payable to under the Company’s administratorAdministrative Services Agreement, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Feeincentive fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. — Adjusted capital is defined as (a) cumulative proceeds generated from sales of common stock, including proceeds from the distribution reinvestment plan, net of sales loads (sales commissions and marketing support fees) and (b) reduced for (i) distributions paid to shareholders that represent return of capital and (ii) amounts paid for share repurchases pursuant to the share repurchase program. The incentive fee on capital gains will be earned on liquidated investments sold and shall be determined and payable in arrears as of the end of each calendar year during which this the Investment Advisory Agreement is in effect. If this 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 such terminationevent. The fee is equal to 20% of realized capital gains, less the aggregate 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. The subordinated listing incentive fee will be earned in respect to any liquidity event that involves a listing of shares, or a transaction in which shareholders receive shares of a company that is listed on a national securities exchange, if that liquidity event produces a listing premium (which is defined as the amount, if any, by which the Company’s listing value following such liquidity event exceeds the Company’s net asset value of the shares listed immediately prior to such liquidity event). The subordinated listing incentive fee is equal to 20% of any listing premium, and it will be determined and payable in arrears 30 trading days after the commencement of trading following such liquidity event. For the purpose of calculating this fee, “listing value” will be the product of (i) the number of listed shares and (ii) average closing price per share over the 30-day period following such liquidity event. For the purpose of calculating this fee, any cash consideration received by shareholders in connection with any such liquidity event will be included in (as an addition to) the listing value computation. In the event that the shareholders receive non-listed securities as full or partial consideration with respect to any listing, no value will be attributed to such non-listed securities.

Incentive Fee. The Incentive Fee will be divided into two parts: (1) a subordinated incentive fee on income, income and (2) an incentive fee on capital gains. Each part of the 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. 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 1.752.00% per quarter on our net assets at the end of the immediately preceding fiscal quarter average adjusted capital (the “quarterly preferred return.”). · ) — For any quarter in which pre-incentive fee net investment income exceeds the quarterly preferred return, but is less than or equal to 2.18752.00% 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 which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of the immediately preceding fiscal quarteraverage adjusted capital, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income. · — “Pre-incentive fee net investment income” is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Base Management Fee, expenses payable to the Company’s administrator, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. — Adjusted capital is defined as (a) cumulative proceeds generated from sales of the Company’s 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 stockholders that represent return of capital and (ii) amounts paid for share repurchases pursuant to the share repurchase program. The incentive fee on capital gains will be earned on investments sold and shall be determined and payable in arrears as of the end of each calendar year 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. The fee is equal to 20% of realized capital gains, less the aggregate 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.

Incentive Fee. The Incentive Fee will be divided into incentive fee has two parts: (1) a . The first part, which we refer to as the subordinated incentive fee on income, will be calculated and (2) an payable quarterly in arrears based upon our “pre-incentive fee on capital gains. Each part of net investment income” for the Incentive Fee is outlined belowimmediately preceding quarter. The subordinated incentive fee on income is earned will be subject to a quarterly hurdle rate, expressed as a rate of return on our net assets for the most recently completed calendar quarter, of 2.0% (8.0% annualized), subject to a “catch up” feature. As a result, YCM will not earn this incentive fee for any quarter until our pre-incentive fee net investment income and shall for such quarter exceeds the hurdle rate of 2.0%. Once our pre-incentive fee net investment income in any quarter exceeds the hurdle rate, YCM will be determined and payable in arrears as entitled to a “catch-up” fee equal to the amount of the end of each calendar quarter during which the Investment Advisory Agreement is pre-incentive fee net investment income in effect. If this Agreement is terminated, the fee will also become payable as excess of the effective date of such termination. The subordinated hurdle rate, until our pre-incentive fee on net investment income for each such quarter will be calculated equals 0.5% of our net assets, or 2.0% annually. This “catch-up” feature allows YCM to recoup the fees foregone as follows: · No subordinated incentive fee on income will be payable in a result of the existence of the hurdle rate. For 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 “quarterly preferred return”). · For any quarter in which pre-incentive fee net investment income exceeds the quarterly preferred return, but is less than or equal to 2.18752.5% of our net assets at the end of the immediately preceding fiscal quarter (the “catch up”)assets, the subordinated incentive fee on income shall will equal 10020.0% of pre-incentive fee net investment income. · For any quarter in which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of the immediately preceding fiscal quarterthis purpose, the subordinated incentive fee on income shall equal 20% of “pre-incentive fee net investment income. · “Pre-incentive fee net investment income” is defined as means interest income, dividend income and any other income (including any other fees, other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter, quarter (including the Base Management Feebase management fee, expenses payable reimbursed to YCM under the Company’s administrator, investment advisory agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Feeincentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that we have not yet received in cash. Any fee paid on accrued income in respect of original issue discount and zero coupon securities is not returned to the Company where such accrued income is not ultimately received by the Company in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The calculation of the subordinated incentive fee on income for each quarter is as follows: • No incentive fee is payable to YCM in any calendar quarter in which our pre-incentive fee net investment income does not exceed the preferred return rate of 2.0%, or the preferred return; • 100% of the pre-incentive fee net investment income when the pre-incentive fee net investment income is greater than 2.0% but less than 2.5%; • 20.0% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.5% in any calendar quarter (10.0% annualized, when taking the hurdle rate and the catch-up fee together) is payable to YCM once the preferred return is reached. Our board of directors, including a majority of independent directors, will oversee and monitor our investment performance and, beginning with the second anniversary of the effective date of the investment advisory and administrative services agreement, will annually review the compensation we pay to YCM to determine that the provisions of the investment advisory and administrative services agreement are carried out. The second part of the incentive fee, which we refer to as the incentive fee on capital gains during operations, will be an incentive fee on capital gains earned on liquidated investments sold from the portfolio during operations prior to a liquidation of the Company and shall will be determined and payable in arrears as of the end of each calendar year during which this Agreement is in effect(or upon termination of the investment advisory agreement). If this Agreement is terminated, the This fee will also become payable as of the effective date of such termination. The fee is equal to 2020.0% of realized our incentive fee capital gains, less the aggregate amount of any previously paid incentive fee on capital gains. Incentive fee on capital gains is which will equal to our 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 the aggregate amount of any previously paid capital gains 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 will be divided into two parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gains. Each part of the Incentive Fee is outlined below. The subordinated incentive fee on income is earned on prePre-incentive fee net investment income Incentive Fee Net Investment Income, as defined below, and shall be determined and payable in arrears as of the end of each calendar quarter during which the Investment Advisory this 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 Incentive Fee for each quarter will be calculated as follows: · : (i) No subordinated incentive fee on income Incentive Fee will be payable in any calendar quarter in which the prePre-incentive fee net investment income Incentive Fee Net Investment Income does not exceed a quarterly return to stockholders of 1.751.50% per quarter on our net assets at the end of the immediately preceding fiscal quarter Adjusted Capital, as defined below (the “quarterly preferred returnQuarterly Return”). · For any quarter in which pre. (ii) All Pre-incentive fee net investment income Incentive Fee Net Investment Income, if any, that exceeds the quarterly preferred returnQuarterly Return, but is less than or equal to 2.18751.875% of our net assets at Adjusted Capital in any quarter, will be payable to the end of the immediately preceding fiscal quarter Advisor. (the “catch up”), the subordinated incentive fee on income shall equal 100% of pre-incentive fee net investment income. · iii) For any quarter in which prePre-incentive fee net investment income Incentive Fee Net Investment Income exceeds 2.18751.875% of our net assets at the end of the immediately preceding fiscal quarterAdjusted Capital, the subordinated incentive fee on income Incentive Fee shall equal 20% of prePre-incentive fee net investment income. · Incentive Fee Net Investment Income. (iv) “Pre-incentive fee net investment incomeIncentive Fee Net Investment Income” is defined as as: (a) interest income, dividend income and any other income accrued during the calendar quarter, minus the Fund’s operating expenses for the quarter, quarter (including the Base Management Fee, expenses payable reimbursed to the Company’s administratorAdvisor under the administration agreement, dated as of __________, 2016 and any interest expense and dividends distributions paid on any issued and outstanding preferred stockShares, but excluding the Incentive Fee. Pre-incentive fee ; and (b) net investment interest, if any, associated with a derivative financial instrument or swap (which, is defined as the difference between (A) the interest income does not include any realized capital gainsand transaction fees related to reference assets and paid to the Fund by the derivative or swap counterparty, realized capital losses and (B) all interest and other expenses paid by the Fund to the derivative or unrealized capital appreciation or depreciation. The incentive fee on capital gains will be earned on investments sold and shall be determined and payable in arrears as of the end of each calendar year 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. The fee is equal to 20% of realized capital gains, less the aggregate 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.swap counterparty);

Incentive Fee. The Incentive Fee will shall be divided into two parts: (1) a subordinated incentive fee calculated and payable quarterly in arrears based on income, and (2) an incentive fee on capital gains. Each part the Pre-Incentive Fee Net Investment Income of the 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. 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 Company 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 “quarterly preferred return”)calendar quarter. · For any quarter in which pre-incentive fee net investment income exceeds the quarterly preferred returnthis purpose, 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 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 income shall equal 20% of pre-incentive fee net investment income. · “Pre-incentive fee net investment incomeIncentive Fee Net Investment Income” is defined as means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from an investment) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter, quarter (including the Base Management Fee, expenses payable to under the Company’s administrator, Administration Agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-incentive fee net investment Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, gains or realized capital losses or unrealized capital appreciation or depreciationlosses. The incentive fee Pre-Incentive Fee Net Investment Income, expressed as a rate of return on capital gains will be earned on investments sold and shall be determined and payable in arrears as the value of the Company’s net assets at the end of the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% per quarter (8.00% annualized). The Company shall pay the Adviser an Incentive Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar year during quarter as follows; (1) no Incentive Fee in any calendar quarter in which this Agreement is in effect. If this Agreement is terminated, the fee will also become payable as Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 100% of the effective date Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such termination. The fee Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is equal to less than 2.50% in any calendar quarter; and (3) 20% of realized capital gains, less the aggregate amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.50% in 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 basiscalendar quarter.

Incentive Fee. The Incentive Fee incentive fee will be divided into two parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gains. Each part of the Incentive Fee 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. If this 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 such terminationthe 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 stockholders shareholders of 1.75% per quarter on our net assets at the end of the immediately preceding fiscal quarter average adjusted capital (the “quarterly preferred return.”). ) · For any quarter in which All pre-incentive fee net investment income income, if any, that exceeds the quarterly preferred return, but is less than or equal to 2.1875% of our net assets at average adjusted capital in any quarter, will be payable to 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 incomeAdviser. · For any quarter in which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of the immediately preceding fiscal quarteraverage adjusted capital, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income. · “Pre-incentive fee net investment income” is defined as interest income, dividend investment income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Base Management Fee, expenses payable to under the Company’s administratorAdministrative Services Agreement, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Feeincentive fee. 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. · Adjusted capital is defined as (a) cumulative proceeds generated from sales of 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 sold and shall be determined and payable in arrears as of the end of each calendar year during which this the Investment Advisory Agreement is in effect. If this 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 such terminationevent. The annual fee is will equal to (i) 20% of realized capital gains, less the aggregate 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 basisbasis 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 derivatives, swaps, or similar synthetic instruments, that is treated as capital gains pursuant to generally accepted accounting principles but included in pre-incentive fee net investment income for purposes of the calculation of subordinated incentive fee on income.

Incentive Fee. The Incentive Fee will be divided into two three parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gainsgains and (3) a subordinated liquidation incentive fee. Each part of the 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. 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 1.752.00% per quarter on our net assets at the end of the immediately preceding fiscal quarter average adjusted capital (the “quarterly preferred return.”). · ) — For any quarter in which pre-incentive fee net investment income exceeds the quarterly preferred return, but is less than or equal to 2.18752.00% 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 which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of the immediately preceding fiscal quarteraverage adjusted capital, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income. · — “Pre-incentive fee net investment income” is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Base Management Fee, expenses payable to the Company’s administrator, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. — Adjusted capital is defined as (a) cumulative proceeds generated from sales of the Company’s 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 stockholders that represent return of capital and (ii) amounts paid for share repurchases pursuant to the share repurchase program. The incentive fee on capital gains will be earned on investments sold and shall be determined and payable in arrears as of the end of each calendar year 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. The fee is equal to 20% of realized capital gains, less the aggregate 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.

Incentive Fee. The Incentive Fee will be is divided into two parts: (1) a subordinated incentive fee on income, income and (2) an incentive fee on capital gains. Each part of the Incentive Fee is outlined below. . (i) 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 this Agreement is in effect. If In the case of a liquidation or if this Agreement is terminated, the fee will also become payable as of the effective date of such terminationthe event. 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 For purposes of 1.75% per quarter on our net assets at the end of the immediately preceding fiscal quarter (the “quarterly preferred return”). · 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”), calculating the subordinated incentive fee on income shall equal 100% of income, (A) “pre-incentive fee net investment income. · For any quarter in 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 income shall equal 20% of pre-incentive fee net investment income. · “Pre-incentive fee net investment income” is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Base Management Fee, expenses payable to the Company’s administratorunder any Administrative Services Agreements, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee. Pre-(x) incentive fee net investment income does not include fees and (y) any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation, (B) “cumulative net increase in net assets resulting from operations” is defined as the sum of the pre-incentive fee net 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 the most recently completed quarter and the eleven (11) preceding calendar quarters. 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 the preferred return rate to shareholders of 1.75% (7.00% annualized) (the “preferred return”) of average net assets; – 100% of pre-incentive fee net investment income, if any, that exceeds the preferred return, but is less than or equal to 2.1875% in any quarter (8.75% annualized), will be payable to the Adviser (the “catch up provision”), which is intended to provide the Adviser with an incentive fee of 20% on all of the pre-incentive fee net investment income when the pre-incentive fee net investment income reaches 2.1875% in any quarter (8.75% annualized) of average net assets; and – for any quarter in which pre-incentive fee net investment income exceeds 2.1875% (8.75% annualized) of average net assets, the subordinated incentive fee on income shall equal 20% of pre-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 look-back period of (a) (x) 20.0% of the cumulative net increase in net assets resulting from operations for such quarter less (y) the subordinated incentive fee on income paid or accrued by the Company for such quarter (in the case of (y) only, not including for the current quarter for which the subordinated incentive fee on income is being calculated), divided by (b) the weighted average number of shares of common stock of the Company outstanding during such calendar quarter, multiplied by (B) the 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 being calculated. (ii) The incentive fee on capital gains will be earned on liquidated investments sold and shall be determined and payable in arrears as of the end of each calendar year during which this Agreement is in effect. If In the case of a liquidation, or if this Agreement is terminated, the fee will also become payable as of the effective date of such terminationevent. The fee is equal to 20% of realized capital gains, less the aggregate amount of any previously paid incentive fee fees on such capital gains. Incentive The 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.

Incentive Fee. The Incentive Fee will be divided into two parts: (1) a subordinated incentive fee on income, income and (2) an incentive fee on capital gains. Each part of the 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. 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: · ¨ 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 1.752.00% per quarter on our net assets at the end of the immediately preceding fiscal quarter average adjusted capital (the “quarterly preferred return.”). · ) ¨ For any quarter in which pre-incentive fee net investment income exceeds the quarterly preferred return, but is less than or equal to 2.18752.00% 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 which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of the immediately preceding fiscal quarteraverage adjusted capital, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income. · ¨ “Pre-incentive fee net investment income” is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Base Management Fee, expenses payable to the Company’s administrator, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. ¨ Adjusted capital is defined as (a) cumulative proceeds generated from sales of the Company’s 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 stockholders that represent return of capital and (ii) amounts paid for share repurchases pursuant to the share repurchase program. The incentive fee on capital gains will be earned on investments sold and shall be determined and payable in arrears as of the end of each calendar year 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. The fee is equal to 20% of realized capital gains, less the aggregate amount of any previously paid “incentive fee on capital gains. Incentive fee on capital gains is ,” which shall equal to the Company’s realized capital gains on a cumulative basis from inception, computed net calculated as of the end of each calendar year, less all realized capital losses and unrealized capital depreciation on a cumulative basis, and less the aggregate amount of any previously paid capital gain incentive fees, including any capital gain incentive fees paid or payable to the Prior Adviser.

Incentive Fee. The Incentive Fee will be divided into two parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gains. Each part of the Incentive Fee is outlined below. The first part, the subordinated incentive fee on income is earned on income, will be calculated and payable quarterly in arrears based upon the Company’s “pre-incentive fee net investment income and shall be determined and payable in arrears as of income” for 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 terminationimmediately preceding quarter. The subordinated incentive fee on income for each quarter will be calculated subject to a hurdle rate, measured quarterly and expressed as follows: · No subordinated incentive fee a rate of return 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 adjusted capital at the end beginning of the immediately preceding fiscal quarter most recently completed calendar quarter, of 1.875% (the “quarterly preferred return”7.50% annualized). · For any quarter in which pre-incentive fee net investment income exceeds the quarterly preferred return, but is less than or equal subject to 2.1875% of our net assets at the end of the immediately preceding fiscal quarter (the a “catch up”)” feature. For this purpose, the subordinated incentive fee on income shall equal 100% of “pre-incentive fee net investment income. · For any quarter in 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 income shall equal 20% of pre-incentive fee net investment income. · “Pre-incentive fee net investment income” is defined as means interest income, dividend income and any other income (including any other fees, other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter, quarter (including the Base Management Feebase management fee, expenses payable reimbursed to the Company’s administrator, Administrator under the administration agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Feeincentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of this fee, adjusted capital will mean cumulative gross proceeds generated from issuances of the Company’s common stock (including its distribution reinvestment plan) reduced for distributions to investors that represent a return of capital and amounts paid for share repurchases pursuant to the Company’s share repurchase program. The calculation of the subordinated incentive fee on income for each quarter is as follows: · No subordinated incentive fee on income is payable to the Adviser in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the preferred return rate of 1.875% (the “hurdle rate”). · 100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the hurdle rate, but is less than or equal to 2.34375% in any calendar quarter (9.375% annualized) is payable to the Adviser. This portion of the Company’s pre-incentive fee net investment income is referred to as the “catch-up.” The “catch-up” provision is intended to provide the Adviser with an incentive fee of 20.0% on all of the Company’s pre-incentive fee net investment income when the Company’s pre-incentive fee net investment income reaches 2.34375% in any calendar quarter. · 20.0% of the amount of the Company’s pre-incentive fee net investment income, if any, that exceeds 2.34375% in any calendar quarter (9.375% annualized) is payable to the Adviser once the hurdle rate is reached and the catch-up is achieved (20.0% of all pre-incentive fee net investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro-rated for any period of less than three (3) months. The second part of the incentive fee, the incentive fee on capital gains, will be an incentive fee on capital gains will be earned on liquidated investments sold from the portfolio and shall will be determined and payable in arrears as of the end of each calendar year during which this Agreement is in effect(or upon termination of the investment advisory agreement). If this Agreement is terminated, the This fee will also become payable as equal twenty percent (20%) of the effective date of such termination. The fee is equal to 20% of realized capital gains, less the aggregate amount of any previously paid incentive fee on capital gains. Incentive fee on capital gains is equal to 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 the aggregate amount of any previously paid capital gain incentive fees.

Incentive Fee. The Incentive Fee incentive fee will be divided into two parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gains. Each part of the Incentive Fee 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. If this 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 such terminationthe 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 stockholders shareholders of 1.75% per quarter on our net assets at the end of the immediately preceding fiscal quarter average adjusted capital (the “quarterly preferred return.”). ) · For any quarter in which All pre-incentive fee net investment income income, if any, that exceeds the quarterly preferred return, but is less than or equal to 2.1875% of our net assets at average adjusted capital in any quarter, will be payable to 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 incomeAdviser. · For any quarter in which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of the immediately preceding fiscal quarteraverage adjusted capital, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income. · “Pre-incentive fee net investment income” is defined as interest income, dividend investment income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Base Management Fee, expenses payable to under the Company’s administratorAdministrative Services Agreement, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Feeincentive fee. 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. · Adjusted capital is defined as (a) cumulative proceeds generated from sales of 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 sold and shall be determined and payable in arrears as of the end of each calendar year during which this the Investment Advisory Agreement is in effect. If this 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 such terminationevent. The annual fee is will equal to (i) 20% of realized capital gains, less the aggregate 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 basisbasis 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 derivatives or swaps, that is treated as capital gains pursuant to generally accepted accounting principles but included in pre-incentive fee net investment income for purposes of the calculation of subordinated incentive fee on income.