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

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

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

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

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

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The amount and nature of such reimbursements shall be presented for review, it being understood and agreed thaton not less than a quarterly basis, except as otherwise provided herein to the members of the audit committee of the Board, or in lieu thereof, to a committee of the Board, all of the members of which are not “interested persons” of the Company, as such term is defined under the Investment Company Act. The Company will bear all costs and expenses that are incurred in its operation, administration and transactions and not specifically assumed by GSV Asset Management, LLC (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of April 11, 2011 by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs and the amendment and restatement thereof, dated as of March 8, 2013. Costs and expenses of its operation, administration and transactions not specifically assumed to be borne by the Adviser pursuant to the Advisory AgreementCompany include, including (without limitation): expenses deemed to the “but are not limited to, those relating to: organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”)offering; corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies andcompanies; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; escrow agentsales and purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Company’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingSEC; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations business, including payments under this Agreement based upon the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its Company’s allocable portion of the costs Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational president, chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Companystaffs.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company Fund shall reimburse the Administrator for the fees, costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Administrator (or the Adviser”), as amended from time to time (if not the “Advisory Agreement”), the Administrator Administrator) shall be solely responsible for the compensation of its employees investment professionals and all its allocable portion of the compensation of any personnel that provide it operational or administrative services, as well as the allocable portion of overhead expenses of the Administrator (including rent, office equipment and utilities)) attributable thereto. The Company, either directly or through reimbursement to the Adviser, Fund shall bear all other fees, costs and expenses of that are incurred in connection with its operation, administration and transactions and that are not specifically assumed by the Adviser Administrator (or the Adviser, if not the Administrator) pursuant to the Advisory Agreement or the Administrator pursuant to this Agreement. Costs and expenses to be borne by the Fund include, including but are not limited to, those relating to: (without limitation): a) the costs and expenses deemed to associated with the “Fund’s organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock offerings of the Company’s securities, are hereinafter referred to as “Organization including any underwriting discounts or commissions and Offering Costs”)any related legal or accounting fees and expenses; corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; (b) the cost of calculating the CompanyFund’s net asset value, including the cost of any third-party valuation services; (c) the cost of effecting any sales and repurchases of the Common Stock Fund’s shares and other securities, including in connection with any tender offers or repurchase offers; fees (d) the cost and expenses relating to the establishment or operation of any credit facility or other leverage the Fund may utilize; (e) the cost and expenses relating to any material acquisition, merger, consolidation, reorganization, asset sale or other business combination involving the Fund (f) interest payable under any dealer manager agreementson debt, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the AdministratorFund; (g) a management fee (the “Management Fee”) and related expenses payable pursuant to the Advisory Agreement; (h) the cost and expenses relating to the investigation, acquisition, monitoring or members disposition of the Investment Teaminvestments, including any travel-related expenses, brokerage fees or commission and any legal, accounting or due diligence fees or expenses relating thereto; (i) fees payable to third partiesparties relating to, or associated with, making or valuing investments, including legal fees and expenses and fees and expenses associated with performing due diligence on reviews of prospective portfolio companies andinvestments and advisory fees as well as expenses associated with such activities; (j) the costs associated with protecting the Fund’s interests in its investments, if necessary, enforcing the Company’s rightsincluding legal fees; escrow agent, (k) transfer agent and custodial fees and expensesfees; (l) fees and expenses associated with marketing effortsand investor relations efforts (including attendance at investment conferences and similar events); (m) federal and state registration fees, ; (n) any stock exchange listing fees; (o) federal, state, local and foreign taxes; (p) fees and expenses (including travel and other costs associated with the performance of responsibilities) for the members of the Board whom are not “interested persons” of the Fund or the Adviser as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Directors”); (q) costs and expenses associated with any annual or special meeting of the Fund’s shareholders; (r) brokerage fees payable to rating agenciesor commissions; federal(s) costs of preparing, state printing and local taxesdisseminating proxy statements, shareholders’ reports and other notices; independent directors’ fees and expenses, including certain travel expenses; (t) costs of preparing financial statements and maintaining books submitting government filings, including periodic and records and filing current reports or other documents with the SEC SEC; (or other regulatory bodiesu) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; (v) direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; (w) fees and expenses associated with independent audits, audits and outside accounting and legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and x) costs associated with the Fund’s reporting and compliance obligations under the Advisers Investment Company Act and applicable federal and state securities laws. Notwithstanding anything ; (y) all other fees and expenses payable to third parties retained by the Administrator (or the Adviser, if not the Administrator) to provide administrative services to the contrary contained hereinFund on its behalf pursuant to this Agreement, including but not limited to any sub-administrators or compliance providers; and (z) all other expenses incurred by the either the Fund or the Administrator (or the Adviser, if not the Administrator), together with any affiliates thereof, in connection with administering the Fund’s business, including payments made under this Agreement based upon the Fund’s allocable portion of overhead and other expenses incurred by the Administrator (or the Adviser, if not the Administrator), together with any affiliates thereof, in performing its obligations to the Fund under this Agreement, including rent, the Company will bear its fees and expenses associated with performing administrative functions, and the Fund’s allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunderits Chief Financial Officer, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordinationChief Compliance Officer, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained hereinany administrative support staff, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Companyincluding accounting personnel.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company shall bear all costs and expenses that are incurred in its operation, it being understood administration and agreed thatin the execution of its transactions and are not specifically assumed by Audax Management Company (NY), except as otherwise provided herein or in LLC (the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of [____], 2015(the “Investment Advisory Agreement”), by and between the Company and the Administrator (Adviser. Costs and expenses to be borne by the AdministratorCompany include, in its capacity as adviser pursuant but are not limited to, those relating to: the Company’s initial organization costs and operating costs incurred prior to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation filing of its employees and all overhead expenses election to be treated as a BDC (up to an aggregate of $[ ]); the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its operation, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, associated with any discounts and other similar expenses paid by investors at the time of sale of the Stock offerings of the Company, are hereinafter referred to as “Organization ’s common stock and Offering Costs”)other securities; corporate costs incurred in calculating individual asset values and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedgingfirms); expenses, including travel expenseexpenses, incurred by the Administrator, Adviser or members of the Investment TeamAdviser’s investment team, or payable to third parties, incurred in performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agentthe base management fee payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; the allocated costs incurred by the Adviser or the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; transfer agent and custodial fees fees; costs of hedging; commissions and expenses; fees and expenses associated with marketing effortsother compensation payable to brokers or dealers; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes; independent directors’ director fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records records; costs of preparing tax returns; costs of compliance with the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”); attestation costs and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, listing fees and licenses, and the compensation expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s stockholders (including printing and mailing costs); , the costs of any stockholder or director stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; commissions the costs of specialty and other compensation payable to brokers or dealerscustom software for monitoring risk, compliance and overall investments; research and market data; the Company’s fidelity bond, ; directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; indemnification payments; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside agency, consulting and legal and consulting costs; costs of winding up; costs and all other expenses incurred by either the Administrator or the Company in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets business, including payments under this Agreement for tax or administrative services that will be based upon the Company’s allocable portion of overhead and other purposes; extraordinary expenses (such as litigation or indemnification); incurred by the Administrator in performing its administrative obligations under this Agreement, including, but not limited to rent, the fees and costs expenses associated with reporting performing compliance functions, and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its Company’s allocable portion of the costs of the compensationcompensation paid to, benefits and related administrative expenses (including travel expenses) or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals staff who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basisany internal audit staff, to the business affairs of the Company and extent internal audit performs a role in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company’s internal control assessments.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, subject to the Company shall Expenses Limitation described below, the Company will reimburse the Administrator for the costs and expenses incurred by it on behalf of the Administrator Company in performing its obligations under this Agreement. The Administrator may perform these services directly, may delegate some or all of them through the retention of a sub-administrator and providing personnel and facilities hereunder, may remove or replace any sub-administrator. The Administrator agrees that it being understood and agreed that, except as otherwise provided herein or in will not charge total fees pursuant to this Agreement that certain Investment Advisory Agreement, by and between would exceed its reasonable estimate of what a qualified third party would charge to perform substantially similar services. Subject to the Company and the Administrator Expenses Limitation (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”defined below), the Administrator Company shall bear and be solely responsible for all costs, expenses and liabilities in connection with the compensation of its employees and all overhead expenses of the Administrator (including rentorganization, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its operationoperations, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12(“Company Expenses”). Company Expenses shall include, without limitation: (a) Organizational Expenses and expenses associated with the issuance of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate Units and organizational expenses relating to offering of shares a related entity organized and managed by TCW as a feeder fund for Fund VIII and issuance of Common Stock, subject to limitations included in the Agreementinterests therein; the cost (b) expenses of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation firm); (c) fees payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring or administering the Company’s investments and performing due diligence reviews of prospective investments and the corresponding Portfolio Companies; (e) costs associated with the cost Company’s reporting and compliance obligations under the 1940 Act, 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance the Company’s investments or operations, and payment of effecting any interest and repayment of principal on such debt; (g) expenses related to sales and repurchases purchases of the Common Stock Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees and expenses payable under the Administration Agreement, provided that any dealer manager agreementssuch fees payable to the Administrator shall be limited to what a qualified third party would charge to perform substantially similar services; (j) transfer agent, if anysub-administrator and custodial fees; debt service (k) expenses relating to the issue, repurchase and other costs transfer of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred Units to the extent not borne by the Administrator, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rightsrelevant transferring Unitholders and/or assignees; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; (l) federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; (m) federal, state and local taxestaxes and other governmental charges assessed against the Company; independent directors(n) Independent Directors’ fees and expenses, including certain travel expensesexpenses and the costs associated with convening a meeting of the Board or any committee thereof; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodieso) and other reporting and compliance costs, including registration fees, listing fees and licenses, expenses and the compensation costs associated with convening a meeting of professionals responsible for the preparation Unitholders or holders of the foregoingany Preferred Units; the (p) costs of any reports, proxy statements or other notices to stockholders (Unitholders, including printing and mailing costs); the (q) costs of any stockholder or director meetings and the compensation of personnel responsible for expenses related to the preparation of the foregoing Company’s financial statements and related matterstax returns; commissions and other compensation payable to brokers or dealers; research and market data; (r) the Company’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, and staffcopying; fees (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company; (u) compensation of other third party professionals to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; (v) Adviser costs and expenses associated (excluding travel) in connection with independent auditsidentifying and investigating investment opportunities for the Company, outside legal monitoring the investments of the Company and consulting disposing of any such investments; (w) portfolio risk management costs; costs of winding up; costs (x) commissions or brokerage fees or similar charges incurred in connection with the formation purchase or maintenance sale of entities securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or vehicles to hold sale of securities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying the LLC Agreement or the Advisory Agreement or related documents of the Company or related entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or related entities; and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering the Company’s business. Notwithstanding the foregoing, the Company will not bear more than (a) an amount equal to 10 basis points of the aggregate Commitments of the Company for Organizational Expenses and offering expenses in connection with the offering of Units through the Closing Period and (b) 12.5 basis points of the greater of total commitments or total assets computed annually for tax Company Expenses (“Company Expenses Limitation”); provided, that, any amount by which actual annual expenses in (b) exceed the Company Expenses Limitation shall be reimbursed to the Company by Adviser in the year such excess is incurred with any partial year assessed and reimbursed on a pro rata basis; and provided, further, that in determining the Company Expenses subject to the Company Expenses Limitation in (b), the following expenses shall be excluded and shall be borne by the Company as incurred without regard to the Company Expenses Limitation in (b): the Management Fee, the Incentive Fee, Organizational and offering expenses (which are subject to the separate cap), amounts incurred in connection with the Company’s borrowings (including collateral agent (security trustee) fees, interest, bank fees, legal fees and other transactional expenses arising out of or related to any borrowing or borrowing facility and similar costs), transfer agent fees, federal, state and local taxes and other governmental charges assessed against the Company, out-of-pocket expenses of calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm engaged for that purpose and the costs and expenses of the valuation of the Portfolio Investments performed by the Company’s independent auditors in order to comply with applicable Public Company Accounting Oversight Board standards), out-of-pocket costs and expenses incurred in connection with arranging or structuring investments and their ongoing operations (including expenses and liabilities related to the formation and ongoing operations of any special purpose entity or entities in connection with an investment), out-of-pocket legal costs associated with any requests for exemptive relief, “no-action” positions or other purposes; guidance sought from a regulator pertaining to the Company, out-of-pocket costs and expenses relating to any reorganization or liquidation of the Company, directors and officers/errors and omissions liability insurance, and any extraordinary expenses (such as litigation or indemnificationexpenses and indemnification payments); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained hereinforegoing, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services amounts reimbursed pursuant to the Company (including, Expenses Limitation in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid any year may be carried forward by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of and recouped in future years where the Company and Expenses Limitation is not exceeded but in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by no event will the Company or its affiliates in connection with carryforward to future periods the offering of securities amount by which actual annual Company Expenses for a year exceed the CompanyCompany Expenses Limitation for more than three years from the date on which such expenses were reimbursed.

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

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services Services of the Administrator, the Operating Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities to each of the New Mountain Funds hereunder. In addition, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Operating Company and shall reimburse any affiliate of the Administrator (for any costs and expenses incurred by such affiliate on behalf of the Administrator in connection with the Administrator, in its capacity as adviser pursuant ’s provision of services to the Investment Advisory New Mountain Funds under this Agreement. The Operating Company will bear all costs and expenses that are incurred in each of the New Mountain Fund’s operation, administration and transactions and not specifically assumed by the Operating Company’s investment adviser (the “Adviser”), pursuant to that certain Investment Management Agreement, dated as amended from time of May 19, 2011 by and between the Operating Company and the Adviser. Costs and expenses to time (be borne by the “Advisory Agreement”)Operating Company include, but are not limited to, those relating to: organization and the initial public offering; calculating New Mountain Finance’s, the Administrator shall be solely responsible for the compensation of its employees Operating Company’s and all overhead expenses of the Administrator AIV Holdings’ respective net asset values (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs cost and expenses of its operation, administration and transactions not specifically assumed any independent valuation firm); expenses incurred or paid by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” or any affiliate of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts Adviser and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants or other advisers, in monitoring financial and legal affairs for each of the New Mountain Funds and in providing administrative services, monitoring the Operating Company’s investments and performing due diligence on its prospective portfolio companies andcompanies; interest payable on debt, if necessaryany, enforcing incurred to finance the Operating Company’s rightsinvestments; escrow agentwith respect to New Mountain Finance and the Operating Company, sales and purchases of New Mountain Finance’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisers, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees; with respect to New Mountain Finance and the Operating Company, all costs of registration and listing New Mountain Finance’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) Securities and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingExchange Commission; the costs of any reports, proxy statements or other notices to stockholders (or members, as applicable, including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation New Mountain Funds’ allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers, errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs and all other expenses incurred by the New Mountain Funds or the Administrator in connection with administering the New Mountain Funds’ business, including payments under this Agreement based upon the New Mountain Funds’ allocable portion of winding up; costs the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of New Mountain Finance’s, the Operating Company’s and AIV Holdings’ chief compliance officer and chief financial officer and their respective staffs. Notwithstanding the foregoing, amounts payable to the Administrator from the Operating Company shall not exceed $3,000,000 for the time period from April 1, 2011 to March 31, 2012, and any expenses incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); Registration Rights Agreement, dated May 19, 2011, by and costs associated with reporting and compliance obligations under the among New Mountain Finance, AIV Holdings, New Mountain Finance Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained hereinBDC, the Company will bear its allocable portion of the costs of the compensationL.L.C., benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordinationXxxxxx X. Xxxxxxx, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser Xxxxxx X. Xxxxxxx Trust shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates paid as specified in connection with the offering of securities by the Companysuch agreement.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses incurred in its organization, it being understood operation, administration and agreed thattransactions and not specifically assumed by Oaktree Capital Management, except as otherwise provided herein or in L.P. (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of September 30, 2019 (the “Investment Advisory Agreement”). Costs and expenses to be borne by the Company include, but are not limited to, those relating to: (a) all costs, fees, expenses and liabilities incurred in connection with the formation and organization of the Company and the offering and sale of the Common Stock, including expenses of registering or qualifying securities held by the Company for sale and blue sky filing fees; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs, and, if necessary, enforcing rights in respect of investments (to the extent an investment opportunity is being considered for the Company and any other funds or accounts managed by the Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other funds and accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees other funds and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its operation, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”accounts); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; (c) the cost of calculating the Company’s net asset value, Net Asset Value (including the cost of any third-party valuation servicesfirms); (d) the cost of effecting any sales and repurchases of shares of the Company’s Common Stock and other securities; fees (e) Management and expenses Incentive Fees payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of pursuant to the Investment Team, or Advisory Agreement; (f) fees payable to third partiesparties relating to, performing due diligence on prospective portfolio companies andor associated with, if necessarymaking investments and valuing investments (including third-party valuation firms); (g) retainer, enforcing the Company’s rights; escrow finder’s, placement, adviser, consultant, custodian, sub-custodian, transfer agent, transfer agent trustee, disbursal, brokerage, registration, legal and custodial fees other similar fees, commissions and expensesexpenses attributable to making or holding investments; (h) fees and expenses associated with marketing effortsefforts (including travel and attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest and other costs payable on or in connection with any indebtedness; (k) federal and state registration fees, fees and other governmental charges; (l) any stock exchange listing fees and fees payable to rating agenciesfees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, including certain travel stockholders’ reports and notices and any other regulatory reporting expenses; (q) costs of preparing financial statements government filings, including periodic and maintaining books and records and filing current reports or other documents with the SEC SEC; (or other regulatory bodiesr) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including (s) printing, mailing, long distance telephone independent accountants and staff; fees and expenses associated with independent audits, outside legal and consulting costs; (t) costs of winding upup and liquidation; costs (u) litigation, indemnification and other extraordinary or non-recurring expenses; (v) dues, fees and charges of any trade association of which the Company is a member; (w) research and software expenses, quotation equipment and services and other expenses incurred in connection with data services, including subscription costs, providing real-time price feeds, real-time news feeds, securities and company information, and company fundamental data attributable to such investments; (x) costs and expenses relating to investor reporting and communications; (y) all costs, expenses, fees and liabilities incurred in connection with a Liquidity Event (as defined below); (z) all other out-of-pocket expenses, fees and liabilities that are incurred by the formation Company or maintenance by the Adviser on behalf of entities the Company or vehicles that arise out of the operation and activities of the Company, including expenses related to hold organizing and maintaining persons through or in which investments may be made and the allocable portion of any Adviser costs, including personnel, incurred in connection therewith; (aa) accounting expenses, including expenses associated with the preparation of the financial statements and tax information reporting returns of the Company and the filing of various tax withholding forms and treaty forms by the Company; (bb) the allocable portion of the compensation of the Company’s assets for tax Chief Financial Officer and Chief Compliance Officer and their respective staffs; and (cc) all other expenses incurred by the Administrator, an affiliate of the Administrator or the Company in connection with administering the Company’s business, including payments under this Agreement to the Administrator or such affiliate in an amount equal to the Company’s allocable portion of overhead and other purposes; extraordinary expenses (incurred by the Administrator or such affiliate in performing its obligations and services under this Agreement, such as litigation rent and the Company’s allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, marketing, legal and other services performed by the Administrator or indemnification); and costs associated with reporting and compliance obligations under such affiliate for the Advisers Act and applicable federal and state securities lawsCompany. Notwithstanding anything to For the contrary contained hereinavoidance of doubt, the Company will bear its allocable portion of the costs of the compensation, benefits benefits, and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser Administrator or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company). For the avoidance of doubtAdditionally, the Adviser shall be solely responsible for Company bears all of the costs and expenses of any placement or “finder’s” fees payable to placement agents engaged by sub-administration agreements that the Company or its affiliates in connection with the offering of securities by the CompanyAdministrator enters into.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Company, it being understood the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company shall bear all costs and agreed that, except as otherwise provided herein or expenses that are incurred in its operation and transactions and not specifically assumed by the Company’s investment adviser (the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of April 1, 2022, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Company include, the Administrator shall be solely responsible for the compensation of its employees and all overhead but are not limited to, those relating to: organizational expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to ; calculating the Adviser, shall bear all costs and expenses of its operation, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock net asset value of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost and expenses of any third-party independent valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securitiesfirm; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or Adviser and payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments, performing due diligence on prospective portfolio companies andor otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by GC Advisors LLC and travel and lodging expenses; interest payable on debt, if necessaryany, enforcing incurred by the Company and expenses related to unsuccessful portfolio acquisition efforts; private placements of securities of the Company’s rights; escrow investment advisory and management fees; administration fees and expenses payable under this Agreement as amended from time to time; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments in portfolio companies, including costs associated with meeting financial sponsors; fees incurred by the Company for transfer agent, transfer dividend agent and custodial fees and expenses; fees and expenses associated with marketing efforts; U.S. federal and state registration and franchise fees, any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes; independent directorsDirectors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingregulators; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); costs associated with individual or group stockholders; costs associated with compliance with the costs Sxxxxxxx-Xxxxx Act of 2002, as amended, the Company’s allocable portion of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors directors’ and officers officers’ errors and omissions liability insurance policies, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding upproxy voting expenses; costs and any and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses business, including payments made under this Agreement based upon the Company’s allocable portion (such as litigation or indemnification); subject to the review and costs associated with reporting and compliance approval of the Company’s independent Directors) of the Administrator’s overhead in performing its obligations under this Agreement, including rent and the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs and other professionals who provide services to staffs. To the Company (including, in each case, employees extent the Administrator outsources any of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained hereinits functions, the Company shall reimburse pay the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to fees associated with such individuals (based functions on a percentage of time such individuals devote, on an estimated basis, direct basis without profit to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the CompanyAdministrator.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation, it being understood administration and agreed thattransactions and not specifically assumed by Carlyle GMS Investment Management L.L.C. (the “Adviser”), except as otherwise provided herein or in pursuant to that certain Investment Advisory Agreement, dated as of July 11, 2013 by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time Adviser (the “Investment Advisory Agreement”). Costs and expenses to be borne by the Company include, but are not limited to, those relating to: the Administrator shall be solely responsible for Company’s initial organization costs and offering costs incurred prior to the compensation filing of its employees and all overhead expenses election to be treated as a BDC (the amount in excess of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement $750,000 to be paid by the Adviser, shall bear all ); the costs and expenses of its operation, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, associated with any discounts and other similar expenses paid by investors at the time of sale of the Stock offerings of the Company, are hereinafter referred to as “Organization ’s common stock and Offering Costs”)other securities; corporate calculating individual asset values and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedgingfirms); expenses, including travel expenseexpenses, incurred by the AdministratorAdviser, or members of the Investment Teaminvestment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; escrow agentthe base management fee payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under this Agreement and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees fees; costs of hedging; commissions and expenses; fees and expenses associated with marketing effortsother compensation payable to brokers or dealers; federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes, including any excise taxes; independent directors’ director fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, listing fees and licenses, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s stockholders (including printing and mailing costs); , the costs of any stockholder or director stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; commissions the costs of specialty and other compensation payable custom software for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to brokers or dealersthe Company’s filing of its election to be treated as a BDC; research and market data; the Company’s fidelity bond, ; directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; indemnification payments; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside agency, consulting and legal and consulting costs; costs of winding up; costs and all other expenses incurred by either the Administrator or the Company in connection with administering its business, including payments under this Agreement for administrative services that will be equal to an amount that reimburses the formation or maintenance of entities or vehicles to hold Administrator for its costs and expenses and the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of overhead incurred by the costs of the compensationAdministrator in performing its obligations under this Agreement, benefits and related administrative expenses including compensation paid to or compensatory distributions received by its officers (including travel expensesits Chief Financial Officer and Chief Compliance Officer) and any of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals staff who provide services to the Company (includingCompany, in each case, employees of the Adviser or an affiliate) operations staff who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s Xxxxxxxx-Xxxxx internal control assessment. Notwithstanding the foregoing or anything to the contrary contained else herein, the Company shall reimburse Administrator agrees that it will waive its right to be reimbursed under this Agreement in the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to event that such individuals (based on a percentage of time such individuals devote, on an estimated basis, reimbursement would cause any distributions to the business affairs Company’s stockholders to constitute a return of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Companycapital.

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

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation, it being understood administration and agreed that, except as otherwise provided herein or in transactions and not specifically assumed by the Company's investment adviser (the "Adviser") pursuant to that certain Investment Advisory Agreement, to be dated as of March 31, 2022 by and between the Company and the Administrator Adviser (the Administrator, in its capacity as adviser pursuant to the Investment "Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities"). The Company, either directly Except as provided herein or through reimbursement to in another agreement between the Company and the Adviser, the Company shall bear all other costs and expenses of its operationoperations and transactions, administration including those relating to: (a) the Company's organization and transactions not specifically assumed by offering costs in excess of $1.0 million; (b) the Adviser pursuant to Base Management Fee (as defined in the Advisory Agreement, including ) and any Incentive Fee (without limitation): expenses deemed to as defined in the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Advisory Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of (c) calculating the Company’s 's net asset value, including the cost of any third-party valuation servicesservices and software; (d) the cost of effecting any sales and repurchases of shares of the Common Stock Company's common stock and other securitiessecurities (except to the extent covered by clause (a) above); (e) fees payable to third parties relating to, or associated with, making investments, including fees and expenses payable under any dealer manager agreementsassociated with performing due diligence and reviews of prospective investments or complementary businesses, whether or not the investment is consummated; (f) expenses incurred by the Adviser in performing due diligence and reviews of investments; (g) research expenses incurred by the Adviser (including subscription fees and other costs and expenses related to Bloomberg Professional Services); (h) amounts incurred by the Adviser in connection with or incidental to acquiring or licensing software and obtaining research; (i) distributions on the Company's common stock; (j) expenses related to leverage, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, incurred to finance the Company's investments, including travel expenserating agency fees, incurred by interest, preferred stock dividends, obtaining lines of credit, loan commitments and letters of credit for the Administrator, or members account of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rightsCompany and its related entities; escrow agent, (k) transfer agent and custodial fees and expenses; (l) bank service fees; (m) fees and expenses associated with marketing efforts; (n) federal and state registration fees, fees and any stock exchange listing fees; (o) fees and fees payable to rating agenciesexpenses associated with independent audits and outside legal costs; (p) federal, state state, local and local foreign taxes (including real estate, stamp or other transfer taxes), including costs in connection with any tax audit, investigation or review, or any settlement thereof; independent directors’ (q) complying with Sections 1471 through 1474 of the Code (generally referred to as "FATCA") and/or any foreign account reporting regimes and certain regulations and other administrative guidance thereunder, including the Common Reporting Standard issued by the Organisation for Economic Cooperation and Development, or similar legislation, regulations or guidance enacted in any other jurisdiction, which seeks to implement tax reporting and/or withholding tax regimes as well as any intergovernmental agreements and other laws of other jurisdictions with similar effect; (r) fees and expensesexpenses of directors who are not "interested persons" (as defined in Section 2(a)(19) of the Investment Company Act) of the Company or the Adviser; (s) brokerage fees and commissions; (t) fidelity bond, including certain travel expenses; costs of preparing financial statements directors and maintaining books officers, errors and records and filing reports or other documents with the SEC (or other regulatory bodies) omissions liability insurance and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoinginsurance premiums; (u) the costs of any reports, proxy statements or other notices to stockholders (the Company's stockholders, including printing and mailing costs); the (v) costs of any holding stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related mattersmeetings; commissions (w) litigation, indemnification and other compensation payable non-recurring or extraordinary expenses; (x) any governmental inquiry, investigation or proceeding to brokers which the Company and/or an investment is a related party or dealersis otherwise involved, including judgments, fines, other awards and settlements paid in connection therewith; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and (y) other insurance premiums; direct costs and expenses of administrationadministration and operation, including such as printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and z) costs associated with the Company's reporting and compliance obligations obligations, including under the Advisers Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to laws (including reporting under Sections 13 and 16 under the contrary contained hereinSecurities Exchange Act of 1934, as amended, and anti-money laundering compliance); (aa) dues, fees and charges of any trade association of which the Company is a member; (bb) costs associated with the formation, management, governance, operation, restructuring, maintenance (including any amendments to constituent documents), winding up, dissolution or liquidation of entities; (cc) fees, costs and expenses incurred in connection with or incidental to co-investments or joint ventures (whether or not consummated) that are not borne by co-investors or joint venture partners; (dd) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; and (ee) all other expenses incurred by either the Administrator or the Company in connection with administering the Company's business, including payments under this Agreement that will bear be based upon the Company's allocable portion of overhead, and other expenses incurred by the Administrator in performing its obligations under this Agreement, including the fees of any Sub-Administrator, rent, technology systems (including subscription fees and other costs and expenses related to Bloomberg Professional Services and the Adviser's third-party Order Management System), insurance and the Company's allocable portion of the costs cost of the compensation, benefits compensation and related administrative expenses (including travel expenses) of the Company’s officers who provide operational its chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Companystaffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation, it being understood administration and agreed thattransactions and not specifically assumed by Carlyle Global Credit Investment Management L.L.C. (the “Adviser”), except as otherwise provided herein or in pursuant to that certain Investment Advisory Agreement, dated as of June 21, 2021, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time Adviser (the “Investment Advisory Agreement”). Costs and expenses to be borne by the Company include, but are not limited to, those relating to: the Administrator shall be solely responsible for Company’s organizational expenses and offering costs relating to the compensation of its employees and all overhead expenses offering of the Administrator Company’s common shares of beneficial interest (including rent, office equipment and utilities). The Company, either directly “Common Shares”) incurred on or through reimbursement prior to the Adviser, shall bear all costs and expenses of its operation, administration and transactions not specifically assumed by final closing date on which the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” Company accepts subscription agreements from shareholders of the Company for purposes of Conduct Rule 2310(a)(12(the “Final Closing Date”) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissionscollectively, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization Organizational and Offering Costs”) (the amount of Organizational and Offering Costs in excess of 0.15% of the Company’s total capital commitments to be paid by the Adviser; it being understood that to the extent the Company’s total capital commitments later increase, the Adviser or its affiliates may be reimbursed by the Company for past payments of excess Organizational and Offering Costs made on the Company’s behalf provided that the total Organizational and Offering Costs borne by the Company do not exceed 0.15% of total capital commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess Organizational and Offering Costs that were incurred more than three years prior to the proposed reimbursement); corporate and organizational expenses relating to offering the costs associated with any offerings of shares of the Company’s Common Stock, subject to limitations included in Shares incurred after the AgreementFinal Closing Date; the cost costs associated with any offerings of the Company’s securities other than the Common Shares; calculating individual asset values and the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedgingfirms); expenses, including travel expenseexpenses, incurred by the AdministratorAdviser, or members of the Investment Teaminvestment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; escrow agentthe base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under this Agreement and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees fees; costs of hedging; commissions and expenses; fees and expenses associated with marketing effortsother compensation payable to brokers or dealers; federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes, including any excise taxes; independent directors’ trustee fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, listing fees and licenses, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to stockholders the Company’s shareholders (including printing and mailing costs); , the costs of any stockholder or director shareholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; commissions the costs of specialty and other compensation payable to brokers or dealerscustom software for monitoring risk, compliance and overall portfolio, including any development costs incurred; research and market data; the Company’s fidelity bond, directors ; trustees and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; indemnification payments; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside agency, consulting and legal and consulting costs; costs the Company’s fees and expenses related to any Liquidity Event and/or Exchange Transaction (as such terms are defined in the Company’s private placement memorandum, as amended, restated and/or supplemented as of winding upthe date of this Agreement); costs and all other expenses incurred by either the Administrator or the Company in connection with administering its business, including payments under this Agreement for administrative services that will be equal to an amount that reimburses the formation or maintenance of entities or vehicles to hold Administrator for its costs and expenses and the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of overhead incurred by the costs of the compensationAdministrator in performing its obligations under this Agreement, benefits and related administrative expenses including compensation paid to or compensatory distributions received by its officers (including travel expensesits Chief Financial Officer and Chief Compliance Officer) and any of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals staff who provide services to the Company (includingCompany, in each case, employees of the Adviser or an affiliate) operations staff who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s Xxxxxxxx-Xxxxx internal control assessment. Notwithstanding the foregoing or anything to the contrary contained else herein, the Company shall reimburse Administrator agrees that it will waive its right to be reimbursed under this Agreement in the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to event that such individuals (based on a percentage of time such individuals devote, on an estimated basis, reimbursement would cause any distributions to the business affairs Company’s shareholders to constitute a return of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Companycapital.

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

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood including the costs and agreed thatexpenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Company or on the Administrator’s behalf. The Company will bear all costs and expenses that are incurred in its operation, except as otherwise provided herein or in administration and transactions and not specifically assumed by the Adviser pursuant to that certain Investment Advisory Agreement, dated as of [ ], 2011, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operationoperations, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreementtransactions, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses those relating to offering of shares of Common Stock, subject to limitations included in the Agreement; to: the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock its shares and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third partiesparties relating to, or associated with, making investments, including fees and expenses associated with performing due diligence on reviews of prospective portfolio companies and, if necessary, enforcing the Company’s rightsinvestments and advisory fees; escrow agent, transfer agent and custodial fees and expensesfees; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agenciesfees; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market databrokerage commissions; fidelity bond, directors and officers officers/errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including such as printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, audits and outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with our reporting and compliance obligations under the Advisers 1940 Act and applicable federal and state securities laws. Notwithstanding anything to ; and all other expenses incurred by either the contrary contained hereinAdministrator or the Company in connection with administering the Company’s business, including payments under this Agreement that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under this Agreement, including rent, the Company will bear its fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the costs of the compensation, benefits compensation and related expenses of its chief financial officer and chief compliance officer and any administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Companysupport staff.

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

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Administrator shall waive its right to be reimbursed in the event that any such reimbursements would cause any distributions to the Company’s stockholders to constitute a return of capital. If requested to perform significant managerial assistance to portfolio companies of the Company, it being understood the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company will bear all costs and agreed thatexpenses that are incurred in its operation and transactions and not specifically assumed by the Company’s investment adviser (the “Advisor”), except as otherwise provided herein or in that certain pursuant to the Amended and Restated Investment Advisory Agreement, dated as of [●], [●], by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities)Advisor or any successor agreement. The Company, either directly or through reimbursement to the Adviser, shall bear all costs Costs and expenses of its operation, administration and transactions not specifically assumed to be borne by the Adviser pursuant to the Advisory AgreementCompany include, including but are not limited to, those relating to: (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12a) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; (b) fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expenseexpenses, incurred by the Administrator, or members of the Investment Team, Advisor or payable to third parties, including agents, consultants or other advisors, in performing due diligence on prospective portfolio companies companies, monitoring the Company’s investments and, if necessary, enforcing the Company’s rights; escrow agent(c) costs and expenses related to the formation and maintenance of entities or special purpose vehicles to hold assets for tax, transfer agent financing or other purposes; (d) expenses related to consummated and custodial fees and expensesunconsummated portfolio investments; (e) debt servicing (including interest, fees and expenses related to the Company’s indebtedness) and other costs arising out of borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arrangements thereof; (f) costs of effecting sales and repurchases of the Company’s common stock and other securities; (g) the base management fee and any incentive fee; (h) dividends and other distributions on the Company’s common stock; (i) fees and expenses incurred in connection with the services of transfer agents, dividend agents, trustees, rating agencies and custodians; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) other expenses incurred by the Advisor, the Administrator, the sub-administrator or the Company in connection with administering its business, including payments made to third-party providers of goods or services; (l) amounts payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating, making and disposing of investments (excluding payments to third-party vendors for financial information services and costs associated with marketing effortsmeeting potential sponsors); federal and state registration fees, any stock exchange listing (m) brokerage fees and fees payable to rating agenciescommissions; (n) federal, state and local registration fees; (o) all costs of registration and listing the Company’s securities on any securities exchange; (p) taxes; (q) independent directors’ director fees and expenses, including certain travel expenses; (r) costs of preparing financial statements and maintaining books and records and filing reports or other documents associated with the SEC (or other regulatory bodies) and other Company’s reporting and compliance costsobligations under the Investment Company Act and applicable U.S. federal and state securities laws, including registration feescompliance with the Xxxxxxxx-Xxxxx Act of 2002, listing fees and licenses, and as amended (the compensation of professionals responsible for the preparation of the foregoing“Xxxxxxxx-Xxxxx Act”); (s) the costs of any reports, proxy statements or other notices to stockholders (the Company’s stockholders, including printing and mailing costs); the (t) costs of any stockholder or director holding Board of Directors meetings and stockholder meetings; (u) the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; Company’s fidelity bond, ; (v) directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; (w) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute, and indemnification and other non-recurring or extraordinary expenses; (x) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone telephone, cellular phone and data service, copying, secretarial and other staff, audit and legal costs; (y) fees and expenses associated with independent auditsmarketing efforts associated with the offer and sale of the Company’s securities (including attendance at investment conferences and similar events); (z) dues, outside legal fees and consulting costscharges of any trade association of which the Company is a member; (aa) costs of winding uphedging, including the use of derivatives by the Company; (bb) costs associated with investor relations efforts; and (cc) all other expenses reasonably incurred by the Company, the Administrator or the sub-administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (business, such as litigation or indemnification); the allocable portion of overhead under this Agreement, including rent and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its Company’s allocable portion of the costs and expenses of the compensationits chief compliance officer, benefits chief financial officer, general counsel, secretary and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals staffs, operations staff who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordinationCompany, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services any internal audit staff, to the extent internal audit performs a role in the Company’s internal control assessment required under the Xxxxxxxx-Xxxxx Act. Notwithstanding anything to To the contrary contained hereinextent the Administrator outsources any of its functions, the Company shall reimburse will pay the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to fees associated with such individuals (based functions on a percentage of time such individuals devote, on an estimated basis, direct basis without profit to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the CompanyAdministrator.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Company, it being understood the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company shall bear all costs and agreed thatexpenses that are incurred in its operation and transactions and not specifically assumed by the Company’s investment adviser (the “Adviser”), except as otherwise provided herein or in pursuant to that certain Investment Advisory Agreement, dated as of September 29, 2017 by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Company include, the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses but are not limited to, those relating to: organization of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its operation, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” ; calculations of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock net asset value of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost and expenses of any third-party independent valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securitiesfirm; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of the Company and in monitoring the Company’s investments, performing due diligence on prospective portfolio companies andor otherwise relating to, or associated with, evaluating and making investments; interest payable on debt, if necessaryany, enforcing incurred by the Company to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; offerings of the common stock and other securities of the Company’s rights, including any public offering of the common stock of the Company; escrow agentinvestment advisory and management fees; administration fees and expenses payable under this Agreement as amended from time to time; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; fees incurred by the Company in connection with the services of transfer agent agents and dividend agents and custodial fees and expenses; fees and expenses associated with marketing efforts; U.S. federal and state registration and franchise fees, ; all costs of registration and listing the Company’s securities on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; U.S. federal, state and local taxes; independent directorsDirectors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingregulators; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); costs associated with individual or group stockholders; costs associated with compliance with the costs Xxxxxxxx-Xxxxx Act of 2002, as amended, the Company’s allocable portion of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors directors’ and officers officers’ errors and omissions liability insurance policies, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding upproxy voting expenses; costs any and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses business, including payments made under this Agreement based upon the Company’s allocable portion (such as litigation or indemnification); subject to the review and costs associated with reporting and compliance approval of the Company’s independent directors) of the Administrator’s overhead in performing its obligations under this Agreement, including rent and the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs staffs; and other professionals who provide services to the Company (including, in each case, employees any and all fees and expenses of the Adviser or an affiliate) who assist with escrow account and the preparation, coordination, and administration escrow agent as described in the Advisory Agreement. To the extent the Administrator outsources any of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained hereinits functions, the Company shall reimburse pay the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to fees associated with such individuals (based functions on a percentage of time such individuals devote, on an estimated basis, direct basis without profit to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the CompanyAdministrator.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The amount and nature of such reimbursements shall be presented for review, it being understood and agreed thaton not less than a quarterly basis, except as otherwise provided herein to the members of the audit committee of the Board, or in lieu thereof, to a committee of the Board, all of the members of which are not “interested persons” of the Company, as such term is defined under the Investment Company Act. The Company will bear all costs and expenses that are incurred in its operation, administration and transactions and not specifically assumed by GSV Growth Credit LLC (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [ ], 2016 by and between the Company and the Administrator Adviser (as the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as same shall be amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilitiestime). The Company, either directly or through reimbursement to the Adviser, shall bear all costs Costs and expenses of its operation, administration and transactions not specifically assumed to be borne by the Adviser pursuant to the Advisory AgreementCompany include, including (without limitation): expenses deemed to the “but are not limited to, those relating to: organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreementin an amount up to $500,000, such expenses, exclusive of commissionsprovided that, the dealer manager fee, any discounts amount of initial organizational and other similar offering expenses in excess of $500,000 shall be paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”Adviser); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies andcompanies; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; escrow agentsales and purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Company’s securities on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expensesexpenses of directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party (the “Independent Directors”); costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (SEC, the Financial Industry Regulatory Authority or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingregulators; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations business, including payments under this Agreement based upon the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its Company’s allocable portion of the costs Administrator’s overhead in performing its obligations under the Agreement, including rent and the allocable portion of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Companystaffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Company, it being understood the Administrator shall be paid an additional amount based on the services provided, which amount shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company shall bear all costs and agreed thatexpenses that are incurred in its operation and transactions and not specifically assumed by the Company’s investment adviser (the “Adviser”), except as otherwise provided herein or in pursuant to that certain Investment Advisory Agreement, dated as of December 4, 2012, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs Costs and expenses of its operation, administration and transactions not specifically assumed to be borne by the Adviser pursuant to the Advisory AgreementCompany shall include, including but are not limited to, those relating to: (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12a) of the Financial Industry Regulatory Authority organization; (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of b) calculating the Company’s net asset value, value and net asset value per share (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; (c) fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expenseexpenses, incurred by the Administrator, or members of the Investment Team, Adviser or payable to third parties, parties in performing due diligence on prospective portfolio companies companies, monitoring the Company’s investments and, if necessary, enforcing the Company’s rights; escrow agent(d) interest payable on debt, if any, incurred to finance the Company’s investments; (e) costs of offerings of the Company’s common stock and other securities; (f) the base management fee and any incentive fee; (g) distributions on the Company’s common stock; (h) administration fees payable to the Administrator under this Agreement; (i) transfer agent and custodial custody fees and expenses; (j) the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; (k) amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; (l) brokerage fees and expenses commissions; (m) registration fees; (n) listing fees; (o) taxes; (p) independent director fees and expenses; (1) costs associated with marketing efforts; the Company’s reporting and compliance obligations under the Investment Company Act and applicable U.S. federal and state registration fees, any stock exchange listing fees and fees payable to rating agenciessecurities laws; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodiesr) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (the Company’s stockholders, including printing and mailing costs); the (s) costs of any holding stockholder or director meetings and meetings; (t) the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; Company’s fidelity bond, ; (u) directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; (v) litigation, indemnification and other non-recurring or extraordinary expenses; (w) direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone audit and stafflegal costs; (x) fees and expenses associated with independent auditsmarketing efforts, outside legal including deal sourcing and consulting costspayments to financial sponsors; costs (y) dues, fees and charges of winding upany trade association of which the Company is a member; costs and (z) all other expenses reasonably incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (business, such as litigation or indemnification); the allocable portion of overhead under this Agreement, including rent and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its Company’s allocable portion of the costs and expenses of the compensationits chief compliance officer, benefits chief financial officer, chief operating officer and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to staffs. To the Company (including, in each case, employees extent the Administrator outsources any of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained hereinits functions, the Company shall reimburse pay the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to fees associated with such individuals (based functions on a percentage of time such individuals devote, on an estimated basis, direct basis without profit to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the CompanyAdministrator.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation, it being understood administration and agreed thattransactions and not specifically assumed by Carlyle GMS Investment Management L.L.C. (the “Adviser”), except as otherwise provided herein or in pursuant to that certain Investment Advisory Agreement, dated as of April 18, 2017 by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time Adviser (the “Investment Advisory Agreement”). Costs and expenses to be borne by the Company include, but are not limited to, those relating to: the Administrator shall be solely responsible for Company’s organization expenses and initial offering costs incurred prior to the compensation filing of its employees and all overhead expenses of election to be treated as a BDC ; the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its operation, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, associated with any discounts and other similar expenses paid by investors at the time of sale of the Stock offerings of the Company, are hereinafter referred to as “Organization ’s common stock and Offering Costs”)other securities; corporate calculating individual asset values and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedgingfirms); expenses, including travel expenseexpenses, incurred by the AdministratorAdviser, or members of the Investment Teaminvestment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Company’s rights; escrow agentthe base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid on the Company’s shares; administration fees payable under this Agreement and sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees fees; costs of hedging; commissions and expenses; fees and expenses associated with marketing effortsother compensation payable to brokers or dealers; federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes, including any excise taxes; independent directors’ director fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records records, costs of preparing tax returns, costs of Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”), compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, listing fees and licenses, and the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s stockholders (including printing and mailing costs); , the costs of any stockholder or director stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; commissions the costs of specialty and other compensation payable to brokers or dealerscustom software for monitoring risk, compliance and overall portfolio, including any development costs incurred; research and market data; the Company’s fidelity bond, ; directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; indemnification payments; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside agency, consulting and legal and consulting costs; costs of winding up; costs and all other expenses incurred by either the Administrator or the Company in connection with administering its business, including payments under this Agreement for administrative services that will be equal to an amount that reimburses the formation or maintenance of entities or vehicles to hold Administrator for its costs and expenses and the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of overhead incurred by the costs of the compensationAdministrator in performing its obligations under this Agreement, benefits and related administrative expenses including compensation paid to or compensatory distributions received by its officers (including travel expensesits Chief Financial Officer and Chief Compliance Officer) and any of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals staff who provide services to the Company (includingCompany, in each case, employees of the Adviser or an affiliate) operations staff who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s Xxxxxxxx-Xxxxx internal control assessment. Notwithstanding the foregoing or anything to the contrary contained else herein, the Company shall reimburse Administrator agrees that it will waive its right to be reimbursed under this Agreement in the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to event that such individuals (based on a percentage of time such individuals devote, on an estimated basis, reimbursement would cause any distributions to the business affairs Company’s stockholders to constitute a return of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Companycapital.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory the Management Agreement, by and between the Company and the Administrator (or the Manager, if not the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator ) shall be solely responsible for the compensation of its employees investment professionals and all its allocable portion of the compensation of any personnel that provide it operational or administrative services, as well as the allocable portion of overhead expenses of the Administrator (including rent, office equipment and utilities)) attributable thereto. The Company, either directly or through reimbursement to the Adviser, Fund shall bear all other fees, costs and expenses of that are incurred in connection with its operation, administration and transactions and that are not specifically assumed by the Adviser Administrator (or the Manager, if not the Administrator) pursuant to the Advisory Management Agreement or the Administrator pursuant to this Agreement. Costs and expenses to be borne by the Fund include, including but are not limited to, those relating to: (without limitation): a) the costs and expenses deemed to associated with the “Fund’s organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12any offerings; (b) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the CompanyFund’s net asset value, including the cost of any third-party valuation services; (c) the cost of effecting any sales and repurchases of the Common Stock Fund’s shares and other securities; (d) interest payable on debt, if any, to finance the Fund’s investments; (e) interest payable on debt, if any, to finance the Fund’s investments; (f) a management fee (the “Management Fee”) payable pursuant to the Management Agreement; (g) fees payable to third parties relating to, or associated with, making investments, including legal fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third parties, fees and expenses associated with performing due diligence on reviews of prospective portfolio companies andinvestments and advisory fees as well as expenses associated with such activities; (h) the costs associated with protecting the Fund’s interests in its investments, if necessary, enforcing the Company’s rightsincluding legal fees; escrow agent, (j) transfer agent and custodial fees and expensesfees; (k) fees and expenses associated with marketing effortsand investor relations efforts (including attendance at investment conferences and similar events); (l) federal and state registration fees, ; (m) any stock exchange listing fees; (n) federal, state, local and foreign taxes; (o) fees and fees payable to rating agenciesexpenses (including travel and other costs associated with the performance of responsibilities) for the members of the Board whom are not “interested persons” of the Fund or the Manager as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Directors”); federal(p) brokerage commissions; (q) costs of proxy statements, state stockholders’ reports and local taxesnotices; independent directors’ fees and expenses, including certain travel expenses; (r) costs of preparing financial statements government filings, including periodic and maintaining books and records and filing current reports or other documents with the SEC SEC; (or other regulatory bodiess) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; (t) direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; (u) fees and expenses associated with independent audits, audits and outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and v) costs associated with the Fund’s reporting and compliance obligations under the Advisers Investment Company Act and applicable federal and state securities laws. Notwithstanding anything ; (w) all other fees and expenses payable to third parties retained by the Manager to provide administrative services to the contrary contained hereinFund on its behalf pursuant to the Administration Agreement, including but not limited to any sub-administrators or compliance providers; and (x) all other expenses incurred by the either the Fund or the Manager in connection with administering the Fund’s business, including payments made under the Administration Agreement based upon the Fund’s allocable portion of overhead and other expenses incurred by the Manager in performing its obligations to the Fund under the Administration Agreement, including rent, the Company will bear its fees and expenses associated with performing administrative functions, and the Fund’s allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunderits Chief Financial Officer, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordinationChief Compliance Officer, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained hereinany administrative support staff, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Companyincluding accounting personnel.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunderhereunder (including costs and expenses incurred by the Administrator in connection with the delegation of its obligations hereunder to any Sub-Administrator), it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, dated as of July 27, 2021, as may be amended from time to time (the “Investment Advisory Agreement”) by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall Company will bear all costs and expenses of that are incurred in its operation, administration and transactions transactions, and not specifically assumed by the Adviser pursuant to the Investment Advisory Agreement. Costs and expenses to be borne by the Company include, including (without limitation): expenses deemed to but are not limited to, those relating to: the “cost of its organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreementofferings; the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock its common stock and other securities; fees and expenses payable under any dealer manager underwriting agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expenseexpenses, incurred by the AdministratorAdviser, or members of the Investment Teaminvestment team, or payable to third third-parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agentcosts, including legal fees, associated with compliance under cannabis laws; transfer agent and custodial fees and expensesfees; fees and expenses associated with marketing efforts; federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs); , the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone mailing and staff; fees and expenses associated with independent audits, and outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory the Management Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees investment professionals and all its allocable portion of the compensation of any personnel that provide it operational or administrative services, as well as the allocable portion of overhead expenses of the Administrator (including rent, office equipment and utilities)) attributable thereto. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all costs and expenses of that are incurred in its operation, administration and transactions and not specifically assumed by the Adviser Adviser, pursuant to the Advisory Management Agreement, including (without limitation): expenses deemed . In the event the Administrator is entitled to the “organization and offering expenses” of reimbursement by the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of pursuant to this Agreement, the Administrator may, subject to the ownership restrictions in the Declaration of Trust, elect to receive all or a portion of any such expensesreimbursement in the form of cash, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock Class E shares of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included described in the AgreementCompany’s confidential private placement memorandum, or Class A units of the Operating Partnership, as described in the Operating Partnership’s limited partnership agreement. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: the Company’s initial organization costs and offering costs; the cost costs associated with any offerings of the Company’s shares and other securities; calculating individual asset values and the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirms); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses management fee payable under any dealer manager agreements, if anythe Management Agreement; debt service and other costs of borrowings or other financing arrangementsarrangements (including interest on indebtedness); costs associated with the preparation of reports to shareholders; transfer agent and custodial fees; bank services fees; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or commissions and other compensation payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsbrokers or dealers; federal and state registration fees, ; any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes, including any excise taxes; independent directors’ director fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records records; costs of preparing tax returns; costs of Xxxxxxxx-Xxxxx Act of 2002, as amended, compliance and costs associated with preparation and filing of filings, reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costscosts (as applicable), including registration and listing fees, listing fees and licenses, and ; the compensation of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Company’s stockholders (including printing and mailing costs); , the costs of any stockholder or director stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; commissions the costs of winding up and other compensation payable liquidating the Company; expenses related to brokers the purchase, monitoring, sale, settlement, custody or dealerstransmittal of Company assets (directly or through trading affiliates) as will be determined by the Adviser in its sole discretion; research the costs of specialty and market datacustom software for monitoring risk, compliance and the overall portfolio; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; indemnification payments; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside agency, consulting and legal and consulting costs; costs amounts payable to third parties upon delegation by the Administrator of winding upservices performed for the Company pursuant to this Agreement, if any; costs other expenses associated with the operation of the Company and its investment activities, including extraordinary expenses such as litigation, workout and restructuring and indemnification expenses; and all other expenses incurred by either the Administrator or the Company in connection with the formation or maintenance making investments, overseeing administrators, management of entities or vehicles to hold payment of expenses, and administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under business not otherwise expressly payable by the Advisers Act and applicable federal and state securities laws. Notwithstanding anything Adviser pursuant to the contrary contained hereinManagement Agreement or pursuant hereto, including payments under this Agreement for administrative services that will be equal to an amount that reimburses the Company will bear Administrator for its costs and expenses and the Company’s allocable portion of overhead incurred by the costs Administrator in performing its obligations under this Agreement, including compensation paid to or compensatory distributions received by its officers and any of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals staff who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordinationCompany, and administration of the foregoing or operations staff who provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Corporation, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Company and the Administrator (will be paid an additional amount based on the Administratorservices provided, which shall not exceed the amount the Corporation receives from the portfolio companies for providing this assistance. The Corporation will bear all costs and expenses that are incurred in its capacity as operation and transactions and not specifically assumed by the Corporation’s investment adviser pursuant to the Investment Advisory Agreement, (the “Adviser”), pursuant to that certain Investment Advisory Management Agreement, dated as amended from time of [ ], 2007 by and between the Corporation and the Adviser. Costs and expenses to time (be borne by the “Advisory Agreement”)Corporation include, but are not limited to, those relating to: organization and offering; calculating the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator Corporation’s net asset value (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs cost and expenses of its operation, administration and transactions not specifically assumed any independent valuation firm); expenses incurred by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Corporation and in monitoring the Corporation’s investments and performing due diligence (including related legal expenses) on its prospective portfolio companies andand expenses related to unsuccessful portfolio acquisition efforts; interest payable on debt, if necessaryany, enforcing incurred to finance the CompanyCorporation’s rightsinvestments; escrow agentofferings of the Corporation’s common stock and other securities; investment advisory and management fees; administration fees payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Corporation’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingSEC; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); costs associated with individual or groups of stockholders; the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Corporation’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Corporation or the Administrator in connection with administering the formation or maintenance of entities or vehicles to hold Corporation’s business, including payments under this Agreement based upon the CompanyCorporation’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of Administrator’s overhead in performing its obligations under this Agreement, including rent and the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by cost of the Adviser (or Corporation’s chief compliance officer and chief financial officer and their respective staffs. At its affiliates) election, the Administrator may elect to such individuals (based on receive payment under this Agreement in the form of a percentage of time such individuals devoteassets under management by the Corporation, rather than based on an estimated basis, to the business affairs sum of the Company and in acting on behalf of the Company)actual expenses accrued. For the avoidance of doubt, the Adviser Such percentage shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged in an amount mutually agreed by the Company or its affiliates in connection with Administrator and the offering of securities by the CompanyCorporation.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, subject to the expenses limitation described below, the Company shall will reimburse the Administrator for the costs and expenses incurred by it on behalf of the Administrator Company in performing its obligations under this Agreement. The Administrator may perform these services directly, may delegate some or all of them through the retention of a sub-administrator and providing personnel and facilities hereunder, may remove or replace any sub-administrator. The Administrator agrees that it being understood and agreed that, except as otherwise provided herein or in will not charge total fees pursuant to this Agreement that certain Investment Advisory Agreement, by and between would exceed its reasonable estimate of what a qualified third party would charge to perform substantially similar services. Subject to the Company expenses limitation as described below, the Company shall bear and the Administrator (the Administratorbe responsible for all costs, expenses and liabilities, in its capacity as adviser pursuant to connection with the Investment Advisory Agreementorganization, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its operationoperations, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12(“Company Expenses”). Company Expenses shall include, without limitation: (a) Organizational Expenses and expenses associated with the issuance of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate Units and organizational expenses relating to offering of shares a related entity organized and managed by TCW as a feeder fund for the Company and issuance of Common Stock, subject to limitations included in the Agreementinterests; the cost (b) expenses of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation firm); (c) fees payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring or administering the Company’s investments and performing due diligence reviews of prospective investments and the corresponding Portfolio Companies; (e) costs associated with the cost Company’s reporting and compliance obligations under the 1940 Act, 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance the Company’s investments or operations, and payment of effecting any interest and repayment of principal on such debt; (g) expenses related to sales and repurchases purchases of the Common Stock Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees and expenses payable under the Administration Agreement, provided that any dealer manager agreementssuch fees payable to the Administrator shall be limited to what a qualified third party would charge to perform substantially similar services; (j) transfer agent, if anysub-administrator and custodial fees; debt service (k) expenses relating to the issue, repurchase and other costs transfer of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred Units to the extent not borne by the Administrator, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rightsrelevant transferring Unitholders and/or assignees; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; (l) federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; (m) federal, state and local taxestaxes and other governmental charges assessed against the Company; independent directors(n) Independent Directors’ fees and expenses, including certain travel expensesexpenses and the costs associated with convening a meeting of the Board or any committee thereof; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodieso) and other reporting and compliance costs, including registration fees, listing fees and licenses, expenses and the compensation costs associated with convening a meeting of professionals responsible for the preparation Unitholders or holders of the foregoingany Preferred Units; the (p) costs of any reports, proxy statements or other notices to stockholders (Unitholders, including printing and mailing costs); the (q) costs of any stockholder or director meetings and the compensation of personnel responsible for expenses related to the preparation of the foregoing Company’s financial statements and related matterstax returns; commissions and other compensation payable to brokers or dealers; research and market data; (r) the Company’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, and staffcopying; fees (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company; (u) compensation of other third party professionals to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; (v) Adviser costs and expenses associated (excluding travel) in connection with independent auditsidentifying and investigating investment opportunities for the Company, outside legal monitoring the investments of the Company and consulting disposing of any such investments; (w) portfolio risk management costs; costs of winding up; costs (x) commissions or brokerage fees or similar charges incurred in connection with the formation purchase or maintenance sale of entities securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or vehicles to hold sale of securities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying the LLC Agreement or the Advisory Agreement or related documents of the Company or Related Entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or Related Entities; and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities lawsbusiness. Notwithstanding anything to the contrary contained hereinforegoing, the Company will not bear its allocable portion more than (a) an amount equal to 10 basis points of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs aggregate Commitments of the Company for organizational expenses and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates offering expenses in connection with the offering of securities by the CompanyUnits.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunderhereunder in an amount based upon the Company’s allocable portion (subject to review and approval of the Board of Directors). The Company will bear all costs and expenses that are incurred in its operation, it being understood administration and agreed thattransactions and not specifically assumed by the Company’s advisor (the “Advisor”), except as otherwise provided herein or in pursuant to that certain Investment Advisory Agreement, dated as of , 2013 by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities)Advisor. The Company, either directly or through reimbursement to the Adviser, shall bear all costs Costs and expenses of its operation, administration and transactions not specifically assumed to be borne by the Adviser pursuant to the Advisory AgreementCompany include, including (without limitation): expenses deemed to the “but are not limited to, those relating to: organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar offering; expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or Advisor payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies andTarget Assets or otherwise relating to, or associated with, evaluating and making investments; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments and expenses related to unsuccessful Target Asset acquisition efforts; escrow offerings, sales and purchases of the Company’s shares of limited liability company interests and other securities; base management fees payable under the Advisory Agreement; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; transfer agent, transfer dividend agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, ; all costs of registration and listing the Company’s shares of limited liability company interests on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) Securities and Exchange Commission and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingregulators; the costs of any reports, proxy statements or other notices to stockholders (members, including printing and mailing costs); costs associated with individual or groups of members; the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses business, including payments under this Agreement based upon the Company’s allocable portion (such as litigation or indemnification); subject to review and costs associated with reporting and compliance approval of the Board of Directors) of the Administrator’s overhead in performing its obligations under this Agreement. To the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to extent the contrary contained hereinAdministrator outsources any of its functions, the Company will bear its allocable portion of pay the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services fees associated with such functions on a direct basis without profit to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the CompanyAdministrator.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Sub-Administrator, the Company Corporation shall reimburse the Administrator and the Administrator shall reimburse the Sub-Administrator for the costs and expenses incurred by the Sub-Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall Corporation will bear all costs and expenses of that are incurred in its operation, administration operation and transactions not specifically assumed by the Adviser Corporation’s investment adviser (the “Adviser”), pursuant to the Advisory that certain Investment Management Agreement, including (without limitation): dated as of [____], 2010 by and between the Corporation and the Adviser. Costs and expenses deemed to be borne by the “Corporation include, but are not limited to, those relating to: organization and offering expenses” of offering; valuing the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts Corporation’s assets and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s computing its net asset value, value per share (including the cost and expenses of any third-party independent valuation servicesfirms, consultants or appraisers); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, Adviser or payable to third parties, including agents, consultants or other advisors and travel expense, in monitoring financial and legal affairs for the Corporation and in monitoring the Corporation’s investments and enforcing the Corporation’s rights in respect of such investments; performing due diligence on the Corporation’s prospective portfolio companies andcompanies; interest payable on debt, if necessaryany, enforcing incurred to finance the CompanyCorporation’s rightsinvestments; escrow agentdistributions on shares; offerings and repurchases of the Corporation’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; transfer agent and custodial custody fees and expenses; the allocated costs of providing managerial assistance to those portfolio companies that require it; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making and disposing of investments; brokerage fees and commissions; the Corporation’s dues, fees and charges of any trade association of which the Corporation is a member as well as fees and expenses associated with marketing effortsefforts (including attendance at investment conferences and similar events); federal and state registration fees, ; all costs of registration and listing the Corporation’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports reports, registration statements, prospectuses or other documents with required by the SEC (or other regulatory bodies) and other reporting and compliance costsSEC, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingprinting costs; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); the costs expenses of any stockholder or director meetings and holding shareholder meetings; the compensation of personnel responsible for the preparation Corporation’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administrationadministration and operation, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding uplitigation and indemnification and other extraordinary or non recurring expenses; costs and all other expenses incurred by the Corporation or the Sub-Administrator in connection with administering the formation or maintenance of entities or vehicles to hold Corporation’s business, including payments under this Agreement based upon the CompanyCorporation’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of Sub-Administrator’s overhead in performing its obligations under this Agreement, including rent and the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs cost of the Company Corporation’s officers and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Companytheir respective staffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood . The Company will bear all costs and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, expenses incurred in its capacity as adviser pursuant to the Investment Advisory Agreementorganization, operation, administration and transactions and not (x) specifically assumed by Oaktree Fund Advisers, LLC (the “Adviser”), pursuant to that certain Amended and Restated Investment Advisory Agreement, dated as amended from time to time of April 20, 2022 (the “Investment Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees ) or (y) advanced and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its operation, administration and transactions not specifically assumed covered by the Adviser pursuant to the Advisory that certain Expense Support and Conditional Reimbursement Agreement, including dated as of February 3, 2022. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: (without limitation): a) all costs, fees, expenses deemed to and liabilities incurred in connection with the “formation and organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) and the offering and sale of the Financial Industry Regulatory Authority Company’s common shares of beneficial interest (“Common Shares”), including expenses of registering or qualifying securities held by the Company for purposes sale and blue sky filing fees, costs associated with technology integration between the Company’s systems and those of this Agreementparticipating intermediaries, such reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, exclusive design and website expenses, fees and expenses of commissionsthe Company’s escrow agent and transfer agent, the dealer manager feefees to attend retail seminars sponsored by participating intermediaries and costs, any discounts expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses paid by investors at related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the time of sale of the Stock shareholder servicing fee; (b) diligence and monitoring of the Company’s financial, are hereinafter referred regulatory and legal affairs, and, if necessary, enforcing rights in respect of investments (to as “Organization the extent an investment opportunity is being considered for the Company and Offering Costs”any other funds or accounts managed by the Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other funds and accounts pro rata based on the anticipated allocation of such investment opportunity between the Company and the other funds and accounts); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; (c) the cost of calculating the Company’s net asset value, value (including the cost of any third-party valuation servicesfirms); (d) the cost of effecting any sales and repurchases of the Common Stock Shares and other securities; (e) management and incentive fees payable pursuant to the Investment Advisory Agreement; (f) fees and expenses payable under any dealer distribution manager and selected intermediary agreements, if any; debt service (g) costs and other costs expenses of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred any sub-administration agreements entered into by the Administrator, or members of the Investment Team, or ; (h) fees payable to third partiesparties relating to, performing due diligence on prospective portfolio companies andor associated with, if necessarymaking investments and valuing investments (including third-party valuation firms); (i) retainer, enforcing finder’s, placement, adviser, consultant, custodian, sub-custodian, depository (including a depository appointed pursuant to the Company’s rights; escrow AIFM Directive (as defined below) or pursuant to any national private placement regime in any jurisdiction, a Swiss representative and paying agent appointed pursuant to the Swiss representative and paying agent appointed pursuant to the Swiss Collective Investment Schemes Act (as amended) and the implementation thereof), transfer agent, transfer agent trustee, disbursal, brokerage, registration, legal and custodial fees other similar fees, commissions and expensesexpenses attributable to making or holding investments; (j) the reporting, filing and other compliance requirements (including expenses associated with the initial registrations, filings and compliance) contemplated by the AIFM Directive or any national private placement regime in any jurisdiction (including any reporting required in connection with Annex IV of the AIFM Directive); (k) fees and expenses associated with marketing effortsefforts (including travel and attendance at investment conferences and similar events); (l) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (m) fees, interest and other costs payable on or in connection with any indebtedness; (n) federal and state registration fees, fees and other governmental charges; (o) any stock exchange listing fees and fees payable to rating agenciesfees; (p) federal, state and local taxes; (p) independent directors’ trustee’s fees and expenses; (q) brokerage commissions; (r) costs of proxy statements, shareholders’ reports and notices and any other regulatory reporting expenses; (s) costs of preparing government filings, including certain travel periodic and current reports with the SEC; (t) fidelity bond, liability insurance and other insurance premiums; (u) printing, mailing, independent accountants and outside legal costs; (v) costs of winding up and liquidation; (w) litigation, indemnification and other extraordinary or non-recurring expenses; (x) dues, fees and charges of any trade association of which the Company is a member; (y) research and software expenses, quotation equipment and services and other expenses incurred in connection with data services, including subscription costs, providing real-time price feeds, real-time news feeds, securities and company information, and company fundamental data attributable to such investments; (z) costs and expenses relating to investor reporting and communications; (aa) costs of preparing financial statements and maintaining books and records records, costs of Xxxxxxxx-Xxxxx Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC (or SEC, Financial Industry Regulatory Authority, the Commodity Futures Trading Commission and other regulatory bodies) bodies and other reporting and compliance costs, including registration fees, and exchange listing fees and licensesthe costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the preparation foregoing; (bb) all other out-of-pocket expenses, fees and liabilities that are incurred by the Company or by the Adviser on behalf of the foregoing; Company or that arise out of the costs operation and activities of the Company, including expenses related to organizing and maintaining persons through or in which investments may be made and the allocable portion of any reportsAdviser costs, proxy statements or other notices to stockholders including personnel, incurred in connection therewith; (cc) accounting expenses, including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for expenses associated with the preparation of the foregoing financial statements and related matterstax information reporting returns of the Company and the filing of various tax withholding forms and treaty forms by the Company; commissions (cc) the allocable portion of the compensation of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs; and (dd) all other compensation payable to brokers expenses incurred by the Administrator, an affiliate of the Administrator or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred the Company in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax business, including payments under this Agreement to the Administrator or such affiliate in an amount equal to the Company’s allocable portion of overhead and other purposes; extraordinary expenses (incurred by the Administrator or such affiliate in performing its obligations and services under this Agreement, such as litigation rent and the Company’s allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, marketing, legal and other services performed by the Administrator or indemnification); and costs associated with reporting and compliance obligations under such affiliate for the Advisers Act and applicable federal and state securities lawsCompany. Notwithstanding anything to For the contrary contained hereinavoidance of doubt, the Company will bear its allocable portion of the costs of the compensation, benefits benefits, and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser Administrator or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser Administrator (or its affiliates) for an allocable portion of the compensation paid by the Adviser Administrator (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company). For the avoidance of doubtFrom time to time, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company Administrator or its affiliates in connection with may pay third-party providers of goods or services. The Company will reimburse the offering of securities by Administrator or such affiliates thereof for any such amounts paid on the Company’s behalf.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, subject to the Reimbursement Caps described below, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between . The Administrator shall seek such reimbursement from the Company no more than once during any calendar year and the Administrator shall only seek such reimbursement when all Company Expenses (the Administrator, in its capacity as adviser pursuant defined below) for such calendar year have been paid or accrued. Subject to the Investment Advisory AgreementReimbursement Caps, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator Company shall bear and be solely responsible for all costs, expenses and liabilities in connection with the compensation of its employees and all overhead expenses of the Administrator (including rentorganization, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its operationoperations, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12(“Company Expenses”). Company Expenses shall include, without limitation: (a) Organizational Expenses and any other expenses associated with the issuance of the Financial Industry Regulatory Authority Units; (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar b) expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; (c) fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring or administering the Company’s investments and performing due diligence on reviews of prospective portfolio companies and, if necessary, enforcing investments and the corresponding Portfolio Companies; (e) costs associated with the Company’s rightsreporting and compliance obligations under the 1940 Act, the 1934 Act and other applicable federal or state securities laws; escrow agent, transfer agent and custodial fees and expenses; (f) fees and expenses associated incurred in connection with marketing effortsdebt incurred to finance the Company’s investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees, if any, payable under this Agreement; (j) transfer agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; (m) federal, state and local taxestaxes and other governmental charges assessed against the Company; independent directors(n) Independent Directors’ fees and expenses, including certain travel expensesexpenses and the costs associated with convening a meeting of the Board or any committee thereof; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodieso) and other reporting and compliance costs, including registration fees, listing fees and licensesexpenses and the costs associated with convening a meeting of the Unitholders or holders of any Preferred Units, and as well as the compensation of professionals an investor relations professional responsible for the preparation coordination and administration of the foregoing; the (p) costs of any reports, proxy statements or other notices to stockholders (Unitholders, including printing and mailing costs); the (q) costs of any stockholder or director meetings and the compensation of personnel responsible for expenses related to the preparation of the foregoing Company’s financial statements and related matterstax returns; commissions and other compensation payable to brokers or dealers; research and market data; (r) the Company’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, and staffcopying; (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company; (u) compensation of other personnel (including employees and secretarial and other staff of the Administrator) to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for the Company, monitoring the investments of the Company and disposing of any such investments; (w) portfolio risk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or sale of securities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying this Agreement or the Advisory Agreement or related documents of the Company or related entities; (aa) fees, costs, and expenses incurred in connection with any restructuring, initial public offering or reorganization of the Company or related entities, the termination, liquidation or dissolution of the Company or related entities, or the required redemption of all or substantially all outstanding Units (including the fees and expenses associated with independent auditsany such transaction), outside legal except that all fees, costs and consulting costs; costs of winding up; costs expenses incurred in connection with any Reorganization will be borne appropriately by the formation Company, the Extension Fund, the Public Fund and the Liquidating Company, as the case may be (and indirectly by the holders of interests in each such company); (bb) fees that may apply in connection with the listing of the Units or maintenance securities of entities a successor on a national securities exchange; and (cc) all other properly and reasonably chargeable expenses incurred by the Company or vehicles to hold the Administrator in connection with administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities lawsbusiness. Notwithstanding anything Subject to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses Reimbursement Caps (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained hereindefined below), the Company shall also reimburse the Adviser Administrator (or its affiliates) for an allocable portion of the compensation paid by the Adviser Administrator (or its affiliates) to such individuals the Company’s Chief Compliance Officer and Chief Financial Officer and their respective administrative support staff (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. Notwithstanding the foregoing, the Company will not bear (a) Organizational Expenses in excess of an amount equal to 10 basis points of the aggregate Commitments to the Company and (b) Company Expenses in excess of an amount equal to 12.5 basis points of the aggregate Commitments to the Company computed annually; provided, that, any amount by which actual annual expenses in (b) exceed the 12.5 basis point limit shall be carried over to the next year, without limitation, as additional expense until the earlier of the Reorganization or the dissolution of the Company pursuant to Section 8.2 of the LLC Agreement, with any partial year assessed on a pro rata basis; and provided, further, that in determining the Company Expenses subject to the 12.5 basis point limit in (b), the following expenses shall be excluded and shall be borne by the Company as incurred without regard to the 12.5 basis point limit in (b): the Management Fee, the Incentive Fee, Organizational Expenses, amounts incurred in connection with the Company’s borrowings (including interest, bank fees, legal fees and other transactional expenses arising out of or related to any borrowing or borrowing facility and similar costs), transfer agent fees, federal, state and local taxes and other governmental charges assessed against the Company, out-of-pocket expenses of calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm engaged for that purpose and the costs and expenses of the valuation of Portfolio Investments performed by the Company’s independent auditors in order to comply with applicable Public Company Accounting Oversight Board standards), out-of-pocket costs and expenses incurred in connection with arranging or structuring investments and their ongoing operations (including expenses and liabilities related to the formation and ongoing operations of any special purpose entity or entities in connection with an investment), out-of-pocket legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator pertaining to the Company, out-of-pocket costs and expenses relating to any Reorganization or liquidation of the Company, and any extraordinary expenses (such as litigation expenses and indemnification payments). The caps described in (a) and (b) are referred to herein as the “Reimbursement Caps”. Notwithstanding the foregoing, in no event will the Company carryforward to future periods the amount by which actual annual Company Expenses for a year exceed the 12.5 basis point limit for more than three years from the date on which such expenses were reimbursed. If the Reimbursement Cap with regard to Company Expenses applies, the Reimbursement Cap shall be applied first to limit reimbursements to the Administrator and the Adviser before applying the Reimbursement Cap to Company payments to other parties (so that the excess above such Reimbursement Cap is borne by the Administrator and/or the Adviser). If the amount of payments by the Company to persons other than the Administrator or the Adviser exceeds the Reimbursement Cap, the Company shall in all cases continue to pay such other parties, but the Administrator shall reimburse such excess to the Company.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Management Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its investment professionals and employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall Company will bear all costs and expenses of that are incurred in its operation, administration and transactions and not specifically assumed by the Adviser pursuant to the Advisory Agreement. Costs and expenses to be borne by the Company include, including but are not limited to, those relating to: organizational expenses (without limitation): up to an aggregate of $1,500,000, it being understood and agreed that the Adviser shall bear all organizational expenses deemed to the “organization and offering expenses” of the Company for purposes in excess of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”amount); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies andcompanies; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; escrow agentsales and purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Company’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingSEC; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); costs and the costs of any stockholder or director meetings and stockholders’ meetings, as well as the compensation of personnel an investor relations professional responsible for the preparation coordination and administration of the foregoing and related mattersforegoing; commissions and other compensation payable to brokers or dealers; research and market data; the Company’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs compensation of winding up; costs incurred in connection with other professionals (including employees of the formation or maintenance of entities or vehicles Administrator) devoted to hold preparing the Company’s assets for financial statements or tax returns or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other providing similar “back office” or “middle office” financial or operational services to the Company; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals the Company’s Chief Compliance Officer and Chief Financial Officer (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

Compensation; Allocation of Costs and Expenses. ​ In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The amount and nature of such reimbursements shall be presented for review, it being understood and agreed thaton not less than a quarterly basis, except as otherwise provided herein to the members of the audit committee of the Board, or in lieu thereof, to a committee of the Board, all of the members of which are not “interested persons” of the Company, as such term is defined under the Investment Company Act. The Company will bear all costs and expenses that are incurred in its operation, administration and transactions and not specifically assumed by Runway Growth Credit LLC (the “Adviser”), pursuant to that certain Second Amended and Restated Investment Advisory Agreement, dated as of May 27, 2021 by ​ and between the Company and the Administrator Adviser (as the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as same shall be amended from time to time (time). Costs and expenses to be borne by the “Advisory Agreement”)Company include, but are not limited to, those relating to: the Administrator shall be solely responsible for the compensation Company’s pro-rata portion of its employees fees and all overhead expenses related to an initial public offering of the Administrator Public Fund in connection with a Spin-Off transaction (including rent, office equipment and utilitiesas defined below). The Company, either directly or through reimbursement to the Adviser, shall bear all costs ; fees and expenses of its operationrelated to public and private offerings, administration sales and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock repurchases of the Company, are hereinafter referred to as “Organization and Offering Costs”)’s securities; corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securitiesfirm); fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants or other advisors, in connection with monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on the Company’s prospective portfolio companies andor otherwise relating to, or associated with, evaluating and making investments; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; escrow agentsales and purchases of shares of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Company’s securities on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; U.S. federal, state and local taxes; independent directors’ fees and expenses, including certain travel expensesexpenses of directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party or an affiliate thereof (the “Independent Directors”); costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (SEC, the Financial Industry Regulatory Authority or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingregulators; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations business, including payments under this Agreement based upon the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its Company’s allocable portion of the costs Administrator’s overhead in performing its obligations under the Agreement, including rent and the allocable portion of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Companystaffs. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.​

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, subject to the Company shall Expenses Limitation described below, the Company will reimburse the Administrator for the costs and expenses incurred by it on behalf of the Administrator Company in performing its obligations under this Agreement. The Administrator may perform these services directly, may delegate some or all of them through the retention of a sub-administrator and providing personnel and facilities hereunder, may remove or replace any sub-administrator. The Administrator agrees that it being understood and agreed that, except as otherwise provided herein or in will not charge total fees pursuant to this Agreement that certain Investment Advisory Agreement, by and between would exceed its reasonable estimate of what a qualified third party would charge to perform substantially similar services. Subject to the Company and the Administrator Expenses Limitation (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”defined below), the Administrator Company shall bear and be solely responsible for all costs, expenses and liabilities in connection with the compensation of its employees and all overhead expenses of the Administrator (including rentorganization, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its operationoperations, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12(“Company Expenses”). Company Expenses shall include, without limitation: (a) Organizational Expenses and expenses associated with the issuance of the Financial Industry Regulatory Authority Units; (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar b) expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation firm); (c) fees payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring or administering the Company’s investments and performing due diligence reviews of prospective investments and the corresponding Portfolio Companies; (e) costs associated with the cost Company’s reporting and compliance obligations under the 1940 Act, 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance the Company’s investments or operations, and payment of effecting any interest and repayment of principal on such debt; (g) expenses related to sales and repurchases purchases of the Common Stock Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, the Administration Agreement including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing payments based upon the Company’s rightsallocable portion of the Administrator’s overhead in performing its obligations, including the allocable portion of the cost of the Company’s chief compliance officer, chief legal officer and chief financial officer and their respective staff; escrow (j) transfer agent, transfer agent sub-administrator and custodial fees fees; (k) expenses relating to the issue, repurchase and expensestransfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; fees and expenses associated with marketing efforts; (l) federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; (m) federal, state and local taxestaxes and other governmental charges assessed against the Company; independent directors(n) Independent Directors’ fees and expenses, including certain travel expensesexpenses and the costs associated with convening a meeting of the the Board or any committee thereof; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodieso) and other reporting and compliance costs, including registration fees, listing fees and licensesexpenses and the costs associated with convening a meeting of Unitholders or holders of any Preferred Units, and as well as the compensation of professionals an investor relations professional responsible for the preparation coordination and administration of the foregoing; the (p) costs of any reports, proxy statements or other notices to stockholders (Unitholders, including printing and mailing costs); the (q) costs of any stockholder or director meetings and the compensation of personnel responsible for expenses related to the preparation of the foregoing Company’s financial statements and related matterstax returns; commissions and other compensation payable to brokers or dealers; research and market data; (r) the Company’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, and staffcopying; fees (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company; (u) compensation of other third party professionals to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; (v) Adviser costs and expenses associated (excluding travel) in connection with independent auditsidentifying and investigating investment opportunities for the Company, outside legal monitoring the investments of the Company and consulting disposing of any such investments; (w) portfolio risk management costs; costs of winding up; costs (x) commissions or brokerage fees or similar charges incurred in connection with the formation purchase or maintenance sale of entities securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or vehicles to hold sale of securities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying the LLC Agreement or the Advisory Agreement or related documents of the Company or related entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or related entities; and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering the Company’s business. Notwithstanding the foregoing, the Company will not bear more than (a) an amount equal to 10 basis points of the aggregate Commitments of the Company for Organizational Expenses and offering expenses in connection with the offering of Units through the Closing Period and (b) 12.5 basis points of the greater of total commitments or total assets computed annually for tax Company Expenses (“Company Expenses Limitation”); provided, that, any amount by which actual annual expenses in (b) exceed the Company Expenses Limitation shall be reimbursed to the Company by Adviser in the year such excess is incurred with any partial year assessed and reimbursed on a pro rata basis; and provided, further, that in determining the Company Expenses subject to the Company Expenses Limitation in (b), the following expenses shall be excluded and shall be borne by the Company as incurred without regard to the Company Expenses Limitation in (b): the Management Fee, the Incentive Fee, Organizational and offering expenses (which are subject to the separate cap), amounts incurred in connection with the Company’s borrowings (including collateral agent (security trustee) fees, interest, bank fees, legal fees and other transactional expenses arising out of or related to any borrowing or borrowing facility and similar costs), transfer agent fees, federal, state and local taxes and other governmental charges assessed against the Company, out-of-pocket expenses of calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm engaged for that purpose and the costs and expenses of the valuation of the Portfolio Investments performed by the Company’s independent auditors in order to comply with applicable Public Company Accounting Oversight Board standards), out-of-pocket costs and expenses incurred in connection with arranging or structuring investments and their ongoing operations (including expenses and liabilities related to the formation and ongoing operations of any special purpose entity or entities in connection with an investment), out-of-pocket legal costs associated with any requests for exemptive relief, “no-action” positions or other purposes; guidance sought from a regulator pertaining to the Company, out-of-pocket costs and expenses relating to any reorganization or liquidation of the Company, directors and officers/errors and omissions liability insurance, and any extraordinary expenses (such as litigation or indemnificationexpenses and indemnification payments); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained hereinforegoing, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services amounts reimbursed pursuant to the Company (including, Expenses Limitation in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid any year may be carried forward by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of and recouped in future years where the Company and Expenses Limitation is not exceeded but in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by no event will the Company or its affiliates in connection with carryforward to future periods the offering of securities amount by which actual annual Company Expenses for a year exceed the CompanyCompany Expenses Limitation for more than three years from the date on which such expenses were reimbursed.

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

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Corporation, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Company and the Administrator (will be paid an additional amount based on the Administratorservices provided, which shall not exceed the amount the Corporation receives from the portfolio companies for providing this assistance. The Corporation will bear all costs and expenses that are incurred in its capacity as operation and transactions and not specifically assumed by the Corporation’s investment adviser pursuant to the Investment Advisory Agreement, (the “Adviser”), pursuant to that certain Investment Advisory Management Agreement, dated as amended from time of April 17,2007 by and between the Corporation and the Adviser. Costs and expenses to time (be borne by the “Advisory Agreement”)Corporation include, but are not limited to, those relating to: organization and offering; calculating the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator Corporation’s net asset value (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs cost and expenses of its operation, administration and transactions not specifically assumed any independent valuation firm); expenses incurred by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Corporation and in monitoring the Corporation’s investments and performing due diligence (including related legal expenses) on its prospective portfolio companies andand expenses related to unsuccessful portfolio acquisition efforts; interest payable on debt, if necessaryany, enforcing incurred to finance the CompanyCorporation’s rightsinvestments; escrow agentofferings of the Corporation’s common stock and other securities; investment advisory and management fees; administration fees payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Corporation’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingSEC; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); costs associated with individual or groups of stockholders; the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Corporation’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Corporation or the Administrator in connection with administering the formation or maintenance of entities or vehicles to hold Corporation’s business, including payments under this Agreement based upon the CompanyCorporation’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of Administrator’s overhead in performing its obligations under this Agreement, including rent and the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by cost of the Adviser (or Corporation’s chief compliance officer and chief financial officer and their respective staffs. At its affiliates) election, the Administrator may elect to such individuals (based on receive payment under this Agreement in the form of a percentage of time such individuals devoteassets under management by the Corporation, rather than based on an estimated basis, to the business affairs sum of the Company and in acting on behalf of the Company)actual expenses accrued. For the avoidance of doubt, the Adviser Such percentage shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged in an amount mutually agreed by the Company or its affiliates in connection with Administrator and the offering of securities by the CompanyCorporation.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The amount and nature of such reimbursements shall be presented for review, it being understood and agreed thaton not less than a quarterly basis, except as otherwise provided herein to the members of the audit committee of the Board, or in lieu thereof, to a committee of the Board, all of the members of which are not “interested persons” of the Company, as such term is defined under the Investment Company Act. The Company will bear all costs and expenses that are incurred in its operation, administration and transactions and not specifically assumed by GSV Growth Credit LLC (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [ ], 2016 by and between the Company and the Administrator Adviser (as the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as same shall be amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilitiestime). The Company, either directly or through reimbursement to the Adviser, shall bear all costs Costs and expenses of its operation, administration and transactions not specifically assumed to be borne by the Adviser pursuant to the Advisory AgreementCompany include, including (without limitation): expenses deemed to the “but are not limited to, those relating to: organization and offering expenses” (in an amount up to the greater of either $500,000 or 0.5% of Capital Commitments (as defined in Section 4(b) below), provided that, the amount of initial organizational and offering expenses in excess of the Company for purposes greater of Conduct Rule 2310(a)(12) $500,000 or 0.5% of the Financial Industry Regulatory Authority (for purposes of this AgreementCapital Commitments, such expensesas applicable, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses shall be paid by investors at the time of sale of the Stock of Adviser); the Company, are hereinafter referred ’s pro-rata portion of fees and expenses related to as “Organization and Offering Costs”)a Spin-Off transaction; corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies andcompanies; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; escrow agentsales and purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Company’s securities on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expensesexpenses of directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party (the “Independent Directors”); costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (SEC, the Financial Industry Regulatory Authority or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingregulators; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations business, including payments under this Agreement based upon the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its Company’s allocable portion of the costs Administrator’s overhead in performing its obligations under the Agreement, including rent and the allocable portion of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Companystaffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses incurred in its organization, it being understood operation, administration and agreed thattransactions and not specifically assumed by Oaktree Capital Management, except as otherwise provided herein or in L.P. (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of July 9, 2018 (the “Investment Advisory Agreement”). Costs and expenses to be borne by the Company include, but are not limited to, those relating to: (a) all costs, fees, expenses and liabilities incurred in connection with the formation and organization of the Company and the offering and sale of the Common Stock, including expenses of registering or qualifying securities held by the Company for sale and blue sky filing fees; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs, and, if necessary, enforcing rights in respect of investments (to the extent an investment opportunity is being considered for the Company and any other funds or accounts managed by the Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other funds and accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees other funds and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its operation, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”accounts); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; (c) the cost of calculating the Company’s net asset value, Net Asset Value (including the cost of any third-party valuation servicesfirms); (d) the cost of effecting any sales and repurchases of shares of the Company’s Common Stock and other securities; fees (e) Management and expenses Incentive Fees payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of pursuant to the Investment Team, or Advisory Agreement; (f) fees payable to third partiesparties relating to, performing due diligence on prospective portfolio companies andor associated with, if necessarymaking investments and valuing investments (including third-party valuation firms); (g) retainer, enforcing the Company’s rights; escrow finder’s, placement, adviser, consultant, custodian, sub-custodian, transfer agent, transfer agent trustee, disbursal, brokerage, registration, legal and custodial fees other similar fees, commissions and expensesexpenses attributable to making or holding investments; (h) fees and expenses associated with marketing effortsefforts (including travel and attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest and other costs payable on or in connection with any indebtedness; (k) federal and state registration fees, fees and other governmental charges; (l) any stock exchange listing fees and fees payable to rating agenciesfees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, including certain travel stockholders’ reports and notices and any other regulatory reporting expenses; (q) costs of preparing financial statements government filings, including periodic and maintaining books and records and filing current reports or other documents with the SEC SEC; (or other regulatory bodiesr) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including (s) printing, mailing, long distance telephone independent accountants and staff; fees and expenses associated with independent audits, outside legal and consulting costs; (t) costs of winding upup and liquidation; costs (u) litigation, indemnification and other extraordinary or non-recurring expenses; (v) dues, fees and charges of any trade association of which the Company is a member; (w) research and software expenses, quotation equipment and services and other expenses incurred in connection with data services, including subscription costs, providing real-time price feeds, real-time news feeds, securities and company information, and company fundamental data attributable to such investments; (x) costs and expenses relating to investor reporting and communications; (y) all costs, expenses, fees and liabilities incurred in connection with a Liquidity Event (as defined below); (z) all other out-of-pocket expenses, fees and liabilities that are incurred by the formation Company or maintenance by the Adviser on behalf of entities the Company or vehicles that arise out of the operation and activities of the Company, including expenses related to hold organizing and maintaining persons through or in which investments may be made and the allocable portion of any Adviser costs, including personnel, incurred in connection therewith; (aa) accounting expenses, including expenses associated with the preparation of the financial statements and tax information reporting returns of the Company and the filing of various tax withholding forms and treaty forms by the Company; (bb) the allocable portion of the compensation of the Company’s assets for tax Chief Financial Officer and Chief Compliance Officer and their respective staffs; and (cc) all other expenses incurred by the Administrator, an affiliate of the Administrator or the Company in connection with administering the Company’s business, including payments under this Agreement to the Administrator or such affiliate in an amount equal to the Company’s allocable portion of overhead and other purposes; extraordinary expenses (incurred by the Administrator or such affiliate in performing its obligations and services under this Agreement, such as litigation rent and the Company’s allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, marketing, legal and other services performed by the Administrator or indemnification); and costs associated with reporting and compliance obligations under such affiliate for the Advisers Act and applicable federal and state securities lawsCompany. Notwithstanding anything to For the contrary contained hereinavoidance of doubt, the Company will bear its allocable portion of the costs of the compensation, benefits benefits, and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser Administrator or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company). For the avoidance of doubtAdditionally, the Adviser shall be solely responsible for Company bears all of the costs and expenses of any placement or “finder’s” fees payable to placement agents engaged by sub-administration agreements that the Company or its affiliates in connection with the offering of securities by the CompanyAdministrator enters into.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for its allocable portion (subject to the review and approval of the Board) of the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood including its allocable portion of the compensation paid to or compensatory distributions received by the Company’s Chief Compliance Officer and agreed thatChief Financial Officer, except and any of their respective staff who provide services to the Company, operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s Sxxxxxxx-Xxxxx internal control assessment. Except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operationoperations, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreementtransactions, including (without limitation): expenses deemed to the “organization (i) fees and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of costs incurred in organizing the Company, are hereinafter referred to as “Organization ; (ii) fees and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of costs associated with calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; (iii) expenses, including travel expensetravel, entertainment, lodging and meal expenses, incurred by the AdministratorAdviser, or the portfolio managers and other members of the Investment Teaminvestment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; (iv) fees and expenses associated with marketing effortsincurred by the Adviser (and their affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisers, in monitoring financial and legal affairs for the Company and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and monitoring investments and portfolio companies on an ongoing basis; federal (v) any and state registration all fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation incurrence of leverage and indebtedness of the Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or maintenance of entities or vehicles to hold interest on the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); borrowings and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company indebtedness (including, in each casewithout limitation, employees of the Adviser or an affiliate) who assist with the preparationany fees, coordinationcosts, and administration expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs account of the Company and in acting on behalf making, carrying, funding and/or otherwise resolving investment guarantees); (vi) fees and costs associated with offerings, sales, and repurchases of the Company’s common stock and other securities; (vii) fees and expenses payable under any underwriting, dealer manager or placement agent agreements, if any; (viii). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Corporation, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Company and the Administrator (will be paid an additional amount based on the Administratorservices provided, which shall not exceed the amount the Corporation receives from the portfolio companies for providing this assistance. The Corporation will bear all costs and expenses that are incurred in its capacity as operation and transactions and not specifically assumed by the Corporation’s investment adviser pursuant to the Investment Advisory Agreement, (the “Adviser”), pursuant to that certain Investment Advisory Management Agreement, dated as amended from time of [ ], 2011 by and between the Corporation and the Adviser. Costs and expenses to time (be borne by the “Advisory Agreement”)Corporation include, but are not limited to, those relating to: organization and offering; calculating the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator Corporation’s net asset value (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs cost and expenses of its operation, administration and transactions not specifically assumed any independent valuation firm); expenses incurred by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Corporation and in monitoring the Corporation’s investments and performing due diligence (including related legal expenses) on its prospective portfolio companies andand expenses related to unsuccessful portfolio acquisition efforts; interest payable on debt, if necessaryany, enforcing incurred to finance the CompanyCorporation’s rightsinvestments; escrow agentofferings of the Corporation’s common stock and other securities; investment advisory and management fees; administration fees payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Corporation’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingSEC; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); costs associated with individual or groups of stockholders; the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Corporation’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Corporation or the Administrator in connection with administering the formation or maintenance of entities or vehicles to hold Corporation’s business, including payments under this Agreement based upon the CompanyCorporation’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of Administrator’s overhead in performing its obligations under this Agreement, including rent and the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by cost of the Adviser (or Corporation’s chief compliance officer and chief financial officer and their respective staffs. At its affiliates) election, the Administrator may elect to such individuals (based on receive payment under this Agreement in the form of a percentage of time such individuals devoteassets under management by the Corporation, rather than based on an estimated basis, to the business affairs sum of the Company and in acting on behalf of the Company)actual expenses accrued. For the avoidance of doubt, the Adviser Such percentage shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged in an amount mutually agreed by the Company or its affiliates in connection with Administrator and the offering of securities by the CompanyCorporation.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The amount and nature of such reimbursements shall be presented for review, it being understood and agreed thaton not less than a quarterly basis, except as otherwise provided herein to the members of the audit committee of the Board, or in lieu thereof, to a committee of the Board, all of the members of which are not “interested persons” of the Company, as such term is defined under the Investment Company Act. The Company will bear all costs and expenses that are incurred in its operation, administration and transactions and not specifically assumed by GSV Asset Management, LLC (formerly known as NeXt Asset Management, LLC) (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of April 11, 2011 by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs and the amendment and restatement thereof, dated as of March 8, 2013. Costs and expenses of its operation, administration and transactions not specifically assumed to be borne by the Adviser pursuant to the Advisory AgreementCompany include, including (without limitation): expenses deemed to the “but are not limited to, those relating to: organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”)offering; corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies andcompanies; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; escrow agentsales and purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Company’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) Securities and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingExchange Commission; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations business, including payments under this Agreement based upon the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its Company’s allocable portion of the costs Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Companystaffs.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Company, it being understood the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company will bear all costs and agreed thatexpenses that are incurred in its operation and transactions and not specifically assumed by the Company’s investment adviser (the “Adviser”), except as otherwise provided herein or in pursuant to that certain Investment Advisory Agreement, dated as of [ ], 2011 by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs Costs and expenses of its operation, administration and transactions not specifically assumed to be borne by the Adviser pursuant to the Advisory AgreementCompany include, including but are not limited to, those relating to: (without limitation): expenses deemed to the “a) organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12offering; (b) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; (c) fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on its prospective portfolio companies andor otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments and expenses related to unsuccessful portfolio acquisition efforts; escrow (e) offerings of the Company’s common stock and other securities; (f) investment advisory and management fees; (g) administration fees payable under this Agreement; (h) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; (i) transfer agent, transfer dividend agent and custodial fees and expenses; fees and expenses associated with marketing efforts; (j) federal and state registration fees, ; (k) all costs of registration and listing the Company’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; (l) federal, state and local taxes; (m) independent directors’ fees and expenses, including certain travel expenses; (n) costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodiesregulators; (o) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); (p) costs associated with individual or groups of stockholders; (q) the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; (r) direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up(s) proxy voting expenses; costs and (t) all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses business, including payments under this Agreement based upon the Company’s allocable portion (such as litigation or indemnification); subject to the review and costs associated with reporting and compliance approval of the Company's independent directors) of the Administrator’s overhead in performing its obligations under this Agreement, including rent and the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its Company’s allocable portion of the costs and expenses of the compensationits chief compliance officer, benefits chief financial officer and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to staffs. To the Company (including, in each case, employees extent the Administrator outsources any of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained hereinits functions, the Company shall reimburse will pay the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to fees associated with such individuals (based functions on a percentage of time such individuals devote, on an estimated basis, direct basis without profit to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the CompanyAdministrator.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities (including rent, office equipment and utilities) for the Company’s use hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Company and the Administrator Sierra Crest Investment Management LLC (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities)) that do not relate to the services provided to the Company hereunder. For the avoidance of doubt, the parties agree that the Company will bear all expenses associated with contractual obligations of the Company existing prior to the effective date of this Agreement, including those that may become unnecessary or redundant but cannot be terminated. The Company, either directly or through reimbursement to the Adviser, shall Company will bear all costs and expenses of its operation, administration operations and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreementtransactions, including (without limitation): expenses deemed to limitation except as noted) those relating to: the “cost of its organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreementofferings; the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager or placement agent agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the AdministratorAdviser, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expensesfees; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, expenses including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs); , the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser Administrator (or its affiliates) for an allocable portion of the compensation paid by the Adviser Administrator (or its affiliates) to such individuals the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Company, it being understood the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company shall bear all costs and agreed thatexpenses that are incurred in its operation and transactions and not specifically assumed by the Company’s investment adviser (the “Adviser”), except as otherwise provided herein or in pursuant to that certain Investment Advisory Agreement, dated as of December 31, 2014 by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Company include, the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses but are not limited to, those relating to: organization of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its operation, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” ; calculations of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock net asset value of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost and expenses of any third-party independent valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securitiesfirm; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or Adviser and payable to third parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of the Company and in monitoring the Company’s investments, performing due diligence on prospective portfolio companies andor otherwise relating to, or associated with, evaluating and making investments; interest payable on debt, if necessaryany, enforcing incurred by the Company to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; offerings of the common stock and other securities of the Company’s rights, including any public offering of the common stock of the Company; escrow agentinvestment advisory and management fees; administration fees and expenses payable under this Agreement as amended from time to time; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; fees incurred by the Company in connection with the services of transfer agent agents and dividend agents and custodial fees and expenses; fees and expenses associated with marketing efforts; U.S. federal and state registration and franchise fees, ; all costs of registration and listing the Company’s securities on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; U.S. federal, state and local taxes; independent directorsDirectors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingregulators; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); costs associated with individual or group stockholders; costs associated with compliance with the costs Sxxxxxxx-Xxxxx Act of 2002, as amended, the Company’s allocable portion of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors directors’ and officers officers’ errors and omissions liability insurance policies, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding upproxy voting expenses; costs any and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses business, including payments made under this Agreement based upon the Company’s allocable portion (such as litigation or indemnification); subject to the review and costs associated with reporting and compliance approval of the Company’s independent directors) of the Administrator’s overhead in performing its obligations under this Agreement, including rent and the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs staffs; and other professionals who provide services to the Company (including, in each case, employees any and all fees and expenses of the Adviser or an affiliate) who assist with escrow account and the preparation, coordination, and administration escrow agent as described in the Advisory Agreement. To the extent the Administrator outsources any of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained hereinits functions, the Company shall reimburse pay the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to fees associated with such individuals (based functions on a percentage of time such individuals devote, on an estimated basis, direct basis without profit to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the CompanyAdministrator.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for its allocable portion (subject to the review and approval of the Board) of the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood including its allocable portion of the compensation paid to or compensatory distributions received by the Company’s Chief Compliance Officer and agreed thatChief Financial Officer, except and any of their respective staff who provide services to the Company, operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s Xxxxxxxx-Xxxxx internal control assessment. Except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operationoperations, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreementtransactions, including (without limitation): expenses deemed to the “organization (i) fees and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of costs incurred in organizing the Company, are hereinafter referred to as “Organization ; (ii) fees and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of costs associated with calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; (iii) expenses, including travel expensetravel, entertainment, lodging and meal expenses, incurred by the AdministratorAdviser, or the portfolio managers and other members of the Investment Teaminvestment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Company’s rights; escrow (iv) fees and expenses incurred by the Adviser (and their affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisers, in monitoring financial and legal affairs for the Company and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and monitoring investments and portfolio companies on an ongoing basis; (v) any and all fees, costs and expenses incurred in connection with the incurrence of leverage and indebtedness of the Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the account of the Company and in making, carrying, funding and/or otherwise resolving investment guarantees); (vi) fees and costs associated with offerings, sales, and repurchases of the Company’s common stock and other securities; (vii) fees and expenses payable under any underwriting, dealer manager or placement agent agreements, if any; (viii) investment advisory fees payable under this Agreement; (ix) administration fees and expenses, if any, payable under the Administration Agreement (including payments under the Administration Agreement between the Company and the Administrator, based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s chief financial officer and chief compliance officer, and their respective staffs); (x) costs incurred in connection with investor relations, board of directors relations, and preparing for and effectuating the listing of the Company’s common stock on any securities exchange; (xi) any applicable administrative agent fees or loan arranging fees incurred with respect to the Adviser’s portfolio investments, the Administrator or an affiliate thereof; (xii) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Company (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); (xiii) transfer agent, transfer dividend agent and custodial fees and expenses; fees and expenses associated with marketing efforts; (xiv) federal and state registration fees, ; (xv) all costs of registration and listing shares of the Company’s common stock on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; (xvi) federal, state and local taxes; (xvii) independent directors’ fees and expenses, including certain travel reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the independent directors; (xviii) costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulators, and all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory bodiesrequirements) and regulatory filings related to the Company’s activities and/or other reporting and compliance costsregulatory filings, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation notices or disclosures of the foregoingAdviser and its affiliates relating to the Company and its activities; the (xix) costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; (xx) fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; (xxi) direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors, tax preparers and expenses associated with independent audits, outside legal and consulting costs; costs (xxii) proxy voting expenses; (xxiii) all expenses relating to payments of winding updividends or interest or distributions in cash or any other form made or caused to be made by the Board to or on account of holders of the securities of the Company, including in connection with any dividend reinvestment plan or direct stock purchase plan; (xxiv) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and xxv) the allocated costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid incurred by the Adviser and/or the Administrator in providing managerial assistance to those portfolio companies that request it; (or its affiliatesxxvi) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company allocable fees and in acting expenses associated with marketing efforts on behalf of the Company). For the avoidance ; (xxvii) all fees, costs and expenses of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by litigation involving the Company or its affiliates portfolio companies and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to Company’s affairs; (xxviii) fees, costs and expenses of winding up and liquidating the Company’s assets; and (xxix) all other expenses incurred by the Company, the Adviser or the Administrator in connection with the offering of securities by administering the Company’s business.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood including the costs and agreed thatexpenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Company or on the Administrator’s behalf. The Company will bear all costs and expenses that are incurred in its operation, except as otherwise provided herein or in administration and transactions and not specifically assumed by Full Circle Advisors, LLC (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of July 13, 2010 by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall Company will bear all other costs and expenses of its operationoperations, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreementtransactions, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses those relating to offering of shares of Common Stock, subject to limitations included in the Agreement; to: the cost of calculating the Company’s its net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock its shares and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third partiesparties relating to, or associated with, making investments, including fees and expenses associated with performing due diligence on reviews of prospective portfolio companies and, if necessary, enforcing the Company’s rightsinvestments and advisory fees; escrow agent, transfer agent and custodial fees and expensesfees; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agenciesfees; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders (including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market databrokerage commissions; fidelity bond, directors and officers officers/errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including such as printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, audits and outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with our reporting and compliance obligations under the Advisers Investment Company Act and applicable federal and state securities laws. Notwithstanding anything to ; and all other expenses incurred by either the contrary contained hereinAdministrator or the Company in connection with administering the Company’s business, including payments under this Agreement that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under this Agreement, including rent, the Company will bear its fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the costs of the compensation, benefits compensation and related expenses of its chief financial officer and chief compliance officer and any administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Companysupport staff.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for its allocable portion (subject to the review and approval of the Board) of the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood including its allocable portion of the compensation paid to or compensatory distributions received by the Company’s Chief Compliance Officer and agreed thatChief Financial Officer, except and any of their respective staff who provide services to the Company, operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s Sxxxxxxx-Xxxxx internal control assessment. Except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “AdviserAdvisor”), as amended from time to time (the “Advisory Agreement”), the Administrator (or a Related Fund, as set forth below) shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The CompanyCompany will bear its own expenses or reimburse the Administrator or Advisor, either directly or through reimbursement to as applicable, including, without limitation, for (i) fees and costs incurred in organizing the AdviserCompany and all ongoing organizational costs, shall bear all including, but not limited to, costs and expenses of its operationincurred in contracting with third parties, administration expenses in connection with the issuance and transactions not specifically assumed by the Adviser pursuant transaction costs incident to the Advisory Agreementorigination, including (without limitation): expenses deemed to the “organization acquisition, disposition and offering expenses” financing of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock investments of the Company, are hereinafter referred to as “Organization ; (ii) fees and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of costs associated with calculating the Company’s net asset value, value (“NAV”) (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; (iii) expenses, including travel expensetravel, entertainment, lodging and meal expenses, incurred by the AdministratorAdvisor (including by the managers, officers, personnel and agents of the Advisor) and other out-of-pocket expenses incurred by managers, officers, personnel and agents of the Advisor in connection with the services provided under the Advisory and Administration Agreements, or the portfolio advisors and other members of the Investment Teaminvestment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Company’s rights; escrow (iv) fees and expenses incurred by the Advisor (and its affiliates) or the Administrator (or its affiliates) payable to unaffiliated third parties, including agents, consultants or other Advisors, in monitoring financial and legal affairs for the Company and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and monitoring investments and portfolio companies on an ongoing basis; (v) any and all fees, costs and expenses incurred in connection with the incurrence and/or maintenance of leverage and indebtedness of the Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the account of the Company and in making, carrying, funding and/or otherwise resolving investment guarantees); (vi) fees and costs associated with offerings, sales, and repurchases of the Company’s common stock and other securities; (vii) fees and expenses payable under any underwriting, dealer Advisor or placement agent agreements, if any; (viii) investment advisory fees payable under this Agreement; (ix) administration fees and expenses, if any, including payments between the Company and the Administrator, based upon the Company’s allocable portion of the Advisor and Administrator’s overhead in performing its obligations under the Advisory and Administration Agreements, including the their rent, telephone, printing, mailing, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses relating to any office(s) or office facilities, including disaster backup recovery sites and facilities, maintained for the Company or the investments of the Company, the Advisor or their affiliates related to the operation of the Company; and the allocable portion of the cost of the Company’s chief financial officer and chief compliance officer, and their respective staffs; (x) all costs incurred in connection with investor relations, board of directors relations, and preparing for, registering and effectuating the listing of the Company’s debt and equity securities on any securities exchange; (xi) any applicable administrative agent fees or loan arranging fees incurred with respect to the Advisor’s portfolio investments, the Administrator or an affiliate thereof; (xii) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Company (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); (xiii) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing, transfer agent, transfer dividend agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; (xiv) federal, state and local taxesregistration fees; (xv) federal, state and local taxes and license fees; (xvi) independent directors’ fees and expenses, including certain travel reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other Advisors retained by, or at the discretion or for the benefit of, the independent directors; (xvii) costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency, including but not limited to costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulators, and all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory bodiesrequirements) and regulatory filings related to the Company’s activities and/or other reporting and compliance costsregulatory filings, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation notices or disclosures of the foregoingAdvisor and its affiliates relating to the Company and its activities; the (xviii) costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; (xix) fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; (xx) direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors, tax preparers and expenses associated with independent audits, outside legal and consulting costs; costs (xxi) proxy voting and/or solicitation expenses; (xxii) all expenses relating to payments of winding updividends or interest or distributions in cash or any other form made or caused to be made by the Board to or on account of holders of the securities of the Company, including in connection with any dividend reinvestment plan or direct stock purchase plan; (xxiii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary (xxiv) the allocated costs incurred by the Advisor and/or the Administrator in providing managerial assistance to those portfolio companies that request it; (xxv) allocable fees and expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting marketing efforts on behalf of the Company); (xxvi) all fees, costs and expenses of any litigation or threatened litigation (whether civil, criminal or otherwise) against the Company, or against any director or officer of the Company in his or her capacity as such, involving the Company or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to Company’s affairs; (xxvii) fees, costs and expenses of organizing, redomesticating, merging, liquidating or dissolving the Company, selling equity interest in the Company, or amending the governing documents of the Company and/or winding up and liquidating the Company’s assets; and (xxviii) all other costs and expenses incurred by the Company, the Advisor or the Administrator in connection with administering the Company’s business and investment operations, including the costs and expenses of selecting, evaluating, originating, acquiring, owning, protecting, maintaining, developing and disposing of investments, including appraisal, reporting, audit and legal fees. Each subsidiary of the Company, if any, that makes investments will bear all of its own organizational and operating fees, costs, expenses and liabilities and, as a result, the Company will indirectly bear these fees, costs, expenses and liabilities. For the avoidance of doubt, the Adviser Company shall be solely responsible for any placement or “finder’s’s fees” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. If any of the expenses contained in this agreement or other expenses are incurred jointly for the account of the Company and any other investment funds or accounts sponsored or managed by the Advisor or its affiliates (together with the Company, the “Related Funds”), (i) to the extent such expenses are solely incurred with respect to a co-investment with the Company, such expenses will be allocated among the Company and such other funds or accounts in proportion to the size of the investment made by each fund or account in the activity or entity to which such expense relates, (ii) to the extent such expenses are incurred with respect to the general operation or administration of the Related Funds, such expenses will be allocated in proportion to the fair value of the assets (excluding cash, cash equivalents and U.S. government securities) under management of each Related Fund, or (iii) in such other manner as the Advisor considers fair and equitable. To the extent that expenses to be borne by the Company are paid by the Advisor or an affiliate thereof, the Company will reimburse the Advisor or such affiliate for such expenses. Organization and offering costs will only be the responsibility of the Company, and to the extent that expenses to be borne by the Company are paid by the Advisor or an affiliate thereof, the Company will reimburse the Advisor or such affiliate for such expenses.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall Corporation will bear all costs and expenses of that are incurred in its operation, administration operations and transactions which are not specifically assumed by the Adviser Corporation's investment advisor, Blackstone Mezzanine Advisors L.P. (the "Advisor"), pursuant to that certain Investment Advisory and Management Agreement, dated as of May 25, 2004 by and between the Corporation and the Advisor (the "Advisory Agreement"). Costs and expenses to be borne by the Corporation include (without limitation) those relating to: its organization and any offering of the Corporation's common stock and any other securities, including the securities issued pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”)Registration Statement; corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s Corporation's net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or Advisor payable to third parties, including agents, consultants or other advisors, in monitoring the Corporation's financial and legal affairs and compliance and in monitoring the Corporation's investments and performing due diligence on its prospective portfolio companies andcompanies; interest payable on debt or dividends on the Corporation's preferred stock, if necessaryany, enforcing incurred to finance the Company’s rightsCorporation's investments; escrow agentmanagement fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Corporation's shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directors’ Directors' fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingSEC; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation cost of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Corporation or the Administrator in connection with administering the formation or maintenance Corporation's business, including payments under this Agreement based upon the Corporation's allocable portion of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance Administrator's overhead in performing its obligations under this Agreement, including costs the Advisers Act and applicable federal and state securities laws. Notwithstanding anything Administrator incurs in connection with providing on the Corporation's behalf managerial assistance to those portfolio companies to which the contrary contained hereinCorporation is required to provide such assistance, rent, the Company full cost of the Corporation's chief financial officer and his or her staff, the Corporation's allocable portion of the cost of the Corporation's chief compliance officer and his or her staff, technology and communications costs and other operating costs; provided, however, that if at any time in the future the Corporation's chief financial officer shall provide services to affiliates of the Advisor in addition to his or her role as the Corporation's chief financial officer, then the Corporation will thereafter bear only its allocable portion of the costs cost of its chief financial officer and his or her staff. These payments and allocations will be subject to the approval of the compensation, benefits and related administrative expenses (including travel expenses) independent directors of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees Board of Directors of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the CompanyCorporation.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Corporation will bear all costs and expenses that are incurred in its operation, it being understood administration and agreed thattransactions and not specifically assumed by the Adviser, except as otherwise provided herein or in pursuant to that certain Investment Advisory Agreement, dated as of , 2007 by and between the Company Corporation and the Administrator (Adviser. Costs and expenses to be borne by the AdministratorCorporation include, in its capacity as adviser pursuant to but are not limited to, those relating to: organization and offering; calculating the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator Corporation’s net asset value (including rent, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs cost and expenses of its operation, administration and transactions not specifically assumed any independent valuation firm); expenses incurred by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Corporation and in providing administrative services, monitoring the Corporation’s investments and performing due diligence on its prospective portfolio companies andcompanies; interest payable on debt, if necessaryany, enforcing incurred to finance the CompanyCorporation’s rightsinvestments; escrow agentsales and purchases of the Corporation’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Corporation’s shares on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directorsDirectors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingSEC; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Corporation or the Administrator in connection with administering the formation or maintenance of entities or vehicles to hold Corporation’s business, including payments under this Agreement based upon the CompanyCorporation’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of Administrator’s overhead in performing its obligations under the compensationAdministration Agreement, benefits including rent and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs cost of the Company Corporation’s chief compliance officer and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Companychief financial officer and their respective staffs.

Compensation; Allocation of Costs and Expenses. (a) In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The amount and nature of such reimbursements shall be presented for review, it being understood and agreed thaton not less than a quarterly basis, except as otherwise provided herein to the members of the audit committee of the Board, or in lieu thereof, to a committee of the Board, all of the members of which are not “interested persons” of the Company, as such term is defined under the Investment Company Act. The Company will bear all costs and expenses that are incurred in its operation, administration and transactions and not specifically assumed by GSV Growth Credit LLC (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of December 15, 2016 by and between the Company and the Administrator Adviser (as the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as same shall be amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilitiestime). The Company, either directly or through reimbursement to the Adviser, shall bear all costs Costs and expenses of its operation, administration and transactions not specifically assumed to be borne by the Adviser pursuant to the Advisory AgreementCompany include, including (without limitation): expenses deemed to the “but are not limited to, those relating to: organization and offering expenses” (in an amount of up to $1,000,000, provided that the Company for purposes amount of Conduct Rule 2310(a)(12) initial organizational and offering expenses in excess of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses $1,000,000 shall be paid by investors at the time of sale of the Stock of Adviser); the Company, are hereinafter referred ’s pro-rata portion of fees and expenses related to as “Organization and Offering Costs”)a Spin-Off transaction; corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securitiesfirm); fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants or other advisors, in connection with monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on the Company’s prospective portfolio companies andor otherwise relating to, or associated with, evaluating and making investments; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; escrow agentsales and purchases of shares of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Company’s securities on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; U.S. federal, state and local taxes; independent directors’ fees and expenses, including certain travel expensesexpenses of directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party or an affiliate thereof (the “Independent Directors”); costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (SEC, the Financial Industry Regulatory Authority or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingregulators; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations business, including payments under this Agreement based upon the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its Company’s allocable portion of the costs Administrator’s overhead in performing its obligations under the Agreement, including rent and the allocable portion of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Companystaffs.

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

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Company, it being understood the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company shall bear all costs and agreed that, except as otherwise provided herein or expenses that are incurred in its operation and transactions and not specifically assumed by the Company’s investment adviser (the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of April 1, 2022, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Company include, the Administrator shall be solely responsible for the compensation of its employees and all overhead but are not limited to, those relating to: organizational expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to ; calculating the Adviser, shall bear all costs and expenses of its operation, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock net asset value of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost and expenses of any third-party independent valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securitiesfirm; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or Adviser and payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments, performing due diligence on prospective portfolio companies andor otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by the Adviser and travel and lodging expenses; interest payable on debt, if necessaryany, enforcing incurred by the Company to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; offerings of the common stock and other securities of the Company’s rights, including any public offering of the common stock of the Company; escrow investment advisory and management fees; administration fees and expenses payable under this Agreement as amended from time to time; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments in portfolio companies, including costs associated with meeting financial sponsors; fees incurred by the Company for transfer agent, transfer dividend agent and custodial fees and expenses; fees and expenses associated with marketing efforts; U.S. federal and state registration and franchise fees, ; all costs of registration and listing of the Company’s securities on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; U.S. federal, state and local taxes; independent directorsDirectors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingregulators; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); costs associated with individual or group stockholders; costs associated with compliance with the costs Sxxxxxxx-Xxxxx Act of 2002, as amended, the Company’s allocable portion of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors directors’ and officers officers’ errors and omissions liability insurance policies, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding upproxy voting expenses; costs and any and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses business, including payments made under this Agreement based upon the Company’s allocable portion (such as litigation or indemnification); subject to the review and costs associated with reporting and compliance approval of the Company’s independent Directors) of the Administrator’s overhead in performing its obligations under this Agreement, including rent and the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs and other professionals who provide services to staffs. To the Company (including, in each case, employees extent the Administrator outsources any of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained hereinits functions, the Company shall reimburse pay the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to fees associated with such individuals (based functions on a percentage of time such individuals devote, on an estimated basis, direct basis without profit to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the CompanyAdministrator.

Compensation; Allocation of Costs and Expenses. ​ In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The amount and nature of such reimbursements shall be presented for review, it being understood and agreed thaton not less than a quarterly basis, except as otherwise provided herein to the members of the audit committee of the Board, or in lieu thereof, to a committee of the Board, all of the members of which are not “interested persons” of the Company, as such term is defined under the Investment Company Act. The Company will bear all costs and expenses that are incurred in its operation, administration and transactions and not specifically assumed by Runway Growth Credit LLC (the “Adviser”), pursuant to that certain Second Amended and Restated Investment Advisory Agreement, dated as of May 27, 2021 by ​ 46258993.2 and between the Company and the Administrator Adviser (as the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as same shall be amended from time to time (time). Costs and expenses to be borne by the “Advisory Agreement”)Company include, but are not limited to, those relating to: the Administrator shall be solely responsible for the compensation Company’s pro-rata portion of its employees fees and all overhead expenses related to an initial public offering of the Administrator Public Fund in connection with a Spin-Off transaction (including rent, office equipment and utilitiesas defined below). The Company, either directly or through reimbursement to the Adviser, shall bear all costs ; fees and expenses of its operationrelated to public and private offerings, administration sales and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock repurchases of the Company, are hereinafter referred to as “Organization and Offering Costs”)’s securities; corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securitiesfirm); fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants or other advisors, in connection with monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on the Company’s prospective portfolio companies andor otherwise relating to, or associated with, evaluating and making investments; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rightsinvestments; escrow agentsales and purchases of shares of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; transfer agent and custodial fees and expenses; fees and expenses associated with marketing effortsfees; federal and state registration fees, ; all costs of registration and listing the Company’s securities on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; U.S. federal, state and local taxes; independent directors’ fees and expenses, including certain travel expensesexpenses of directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party or an affiliate thereof (the “Independent Directors”); costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (SEC, the Financial Industry Regulatory Authority or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingregulators; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company’s allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations business, including payments under this Agreement based upon the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its Company’s allocable portion of the costs Administrator’s overhead in performing its obligations under the Agreement, including rent and the allocable portion of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Companystaffs. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.​

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, subject to the Reimbursement Caps described below, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain Investment Advisory Agreement, by and between . The Administrator shall seek such reimbursement from the Company no more than once during any calendar year and the Administrator shall only seek such reimbursement when all Company Expenses (the Administrator, in its capacity as adviser pursuant defined below) for such calendar year have been paid or accrued. Subject to the Investment Advisory AgreementReimbursement Caps, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator Company shall bear and be solely responsible for all costs, expenses and liabilities in connection with the compensation of its employees and all overhead expenses of the Administrator (including rentorganization, office equipment and utilities). The Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its operationoperations, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12(“Company Expenses”). Company Expenses shall include, without limitation: (a) Organizational Expenses and any other expenses associated with the issuance of the Financial Industry Regulatory Authority Units; (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar b) expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, value (including the cost and expenses of any third-party independent valuation servicesfirm); the cost of effecting any sales and repurchases of the Common Stock and other securities; (c) fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring or administering the Company’s investments and performing due diligence on reviews of prospective portfolio companies and, if necessary, enforcing investments and the corresponding Portfolio Companies; (e) costs associated with the Company’s rightsreporting and compliance obligations under the 1940 Act, the 1934 Act and other applicable federal or state securities laws; escrow agent, transfer agent and custodial fees and expenses; (f) fees and expenses associated incurred in connection with marketing effortsdebt incurred to finance the Company’s investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees, if any, payable under this Agreement; (j) transfer agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; (m) federal, state and local taxestaxes and other governmental charges assessed against the Company; independent directors(n) Independent Directors’ fees and expenses, including certain travel expensesexpenses and the costs associated with convening a meeting of the Board or any committee thereof; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodieso) and other reporting and compliance costs, including registration fees, listing fees and licensesexpenses and the costs associated with convening a meeting of the Unitholders or holders of any Preferred Units, and as well as the compensation of professionals an investor relations professional responsible for the preparation coordination and administration of the foregoing; the (p) costs of any reports, proxy statements or other notices to stockholders (Unitholders, including printing and mailing costs); the (q) costs of any stockholder or director meetings and the compensation of personnel responsible for expenses related to the preparation of the foregoing Company’s financial statements and related matterstax returns; commissions and other compensation payable to brokers or dealers; research and market data; (r) the Company’s allocable portion of the fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, and staffcopying; fees (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company; (u) compensation of other third party professionals to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; (v) Adviser costs and expenses associated (excluding travel) in connection with independent auditsidentifying and investigating investment opportunities for the Company, outside legal monitoring the investments of the Company and consulting disposing of any such investments; (w) portfolio risk management costs; costs of winding up; costs (x) commissions or brokerage fees or similar charges incurred in connection with the formation purchase or maintenance sale of entities securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or vehicles to hold sale of securities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying this Agreement or the Advisory Agreement or related documents of the Company or related entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or related entities; and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering the Company’s assets for tax business. Notwithstanding the foregoing, in the event of a Reorganization that results in a Public Company or other purposes; extraordinary an Extension Fund, including a Reorganization pursuant to which the Company becomes the Public Company or the Extension Fund, the fees, costs and expenses (such as litigation or indemnification); and costs associated with reporting any such restructuring, initial public offering, listing of equity securities or reorganization will be borne appropriately by the Public Company and compliance obligations under the Advisers Act Extension Fund (and applicable federal and state securities laws. Notwithstanding anything indirectly only by Unitholders that elect to become investors in the contrary contained hereinPublic Company or the Extension Fund), as the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordinationcase may be, and administration of the foregoing no others will directly or provide other “back office” indirectly bear such fees, costs or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company)expenses. For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. Notwithstanding the foregoing, the Company will not bear (a) Organizational Expenses in excess of an amount equal to 10 basis points of the aggregate Commitments to the Company and (b) Company Expenses in excess of an amount equal to 12.5 basis points of the aggregate Commitments to the Company computed annually; provided, that, any amount by which actual annual expenses in (b) exceed the 12.5 basis point limit shall be carried over to the next year, without limitation, as additional expense until the earlier of the Reorganization or the dissolution of the Company pursuant to Section 8.2 of the LLC Agreement, with any partial year assessed on a pro rata basis; and provided, further, that in determining the Company Expenses subject to the 12.5 basis point limit in (b), the following expenses shall be excluded and shall be borne by the Company as incurred without regard to the 12.5 basis point limit in (b): the Management Fee, the Incentive Fee, Organizational Expenses, amounts incurred in connection with the Company’s borrowings (including interest, bank fees, legal fees and other transactional expenses arising out of or related to any borrowing or borrowing facility and similar costs), transfer agent fees, federal, state and local taxes and other governmental charges assessed against the Company, out-of-pocket expenses of calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm engaged for that purpose and the costs and expenses of the valuation of Portfolio Investments performed by the Company’s independent auditors in order to comply with applicable Public Company Accounting Oversight Board standards), out-of-pocket costs and expenses incurred in connection with arranging or structuring investments and their ongoing operations (including expenses and liabilities related to the formation and ongoing operations of any special purpose entity or entities in connection with an investment), out-of-pocket legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator pertaining to the Company, out-of-pocket costs and expenses relating to any Reorganization or liquidation of the Company, and any extraordinary expenses (such as litigation expenses and indemnification payments). The caps described in (a) and (b) are referred to herein as the “Reimbursement Caps”. Notwithstanding the foregoing, in no event will the Company carryforward to future periods the amount by which actual annual Company Expenses for a year exceed the 12.5 basis point limit for more than three years from the date on which such expenses were reimbursed. If the Reimbursement Cap with regard to Company Expenses applies, the Reimbursement Cap shall be applied first to limit reimbursements to the Administrator and the Adviser before applying the Reimbursement Cap to Company payments to other parties (so that the excess above such Reimbursement Cap is borne by the Administrator and/or the Adviser). If the amount of payments by the Company to persons other than the Administrator or the Adviser exceeds the Reimbursement Cap, the Company shall in all cases continue to pay such other parties, but the Administrator shall reimburse such excess to the Company.

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunderhereunder in an amount based upon the Company's allocable portion (subject to review and approval of the Board of Directors) as more fully described in Exhibit A. The Company will bear all costs and expenses that are incurred in its operation, it being understood administration and agreed thattransactions and not specifically assumed by the Company's advisor (the "Advisor"), except as otherwise provided herein or in pursuant to that certain Investment Third Amended and Restated Advisory Agreement, dated as of September 1, 2020 by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees and all overhead expenses of the Administrator (including rent, office equipment and utilities)Advisor. The Company, either directly or through reimbursement to the Adviser, shall bear all costs Costs and expenses of its operation, administration and transactions not specifically assumed to be borne by the Adviser pursuant to the Advisory AgreementCompany include, including (without limitation): expenses deemed to the “but are not limited to: organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar ; expenses paid by investors at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or Advisor payable to third parties, including agents, consultants or other advisors in monitoring financial and legal affairs for the Company and in providing administrative services, monitoring the Company's investments and performing due diligence on its prospective portfolio companies andEnergy Assets or otherwise relating to, or associated with, evaluating and making investments; interest payable on debt, if necessaryany, enforcing incurred to finance the Company’s rights's investments and expenses related to unsuccessful Energy Asset acquisition efforts; escrow expenses related to offerings, sales and purchases of GREC LLC's shares of limited liability company interests and other securities; base management fees payable under the Advisory Agreement; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; transfer agent, transfer dividend agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, ; all costs of registration and listing GREC LLC's shares of limited liability company interests on any stock exchange listing fees and fees payable to rating agenciessecurities exchange; federal, state and local taxes; independent directors’ ' fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) Securities and Exchange Commission and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingregulators; the costs of any reports, proxy statements or other notices to stockholders (members, including printing and mailing costs); costs associated with individual or groups of members; the costs of any stockholder or director meetings and the compensation of personnel responsible for the preparation Company's allocable portion of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers officers/errors and omissions liability insurance insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses 's business, including payments under this Agreement based upon the Company's allocable portion (such as litigation or indemnification); subject to review and costs associated with reporting and compliance approval of the Board of Directors) of the Administrator's overhead in performing its obligations under this Agreement. To the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to extent the contrary contained hereinAdministrator outsources any of its functions, the Company will bear its allocable portion of pay the costs of the compensation, benefits and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services fees associated with such functions on a direct basis without profit to the Company (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the CompanyAdministrator.

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

Compensation; Allocation of Costs and Expenses. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Company, it being understood the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. The Company shall bear all costs and agreed thatexpenses that are incurred in its operation and transactions and not specifically assumed by the Company’s investment adviser (the “Adviser”), except as otherwise provided herein or in pursuant to that certain Investment Advisory Agreement, dated as of [•] by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant to the Investment Advisory Agreement, the “Adviser”), as amended from time to time Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Company include, the Administrator shall be solely responsible for the compensation of its employees and all overhead but are not limited to, those relating to: organizational expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through reimbursement to ; calculating the Adviser, shall bear all costs and expenses of its operation, administration and transactions not specifically assumed by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Stock net asset value of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost of calculating the Company’s net asset value, including the cost and expenses of any third-party independent valuation services; the cost of effecting any sales and repurchases of the Common Stock and other securitiesfirm; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Administrator, or members of the Investment Team, or Adviser and payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments, performing due diligence on prospective portfolio companies andor otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by GC Advisors and travel and lodging expenses; interest payable on debt, if necessaryany, enforcing incurred by the Company to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; private placements of securities of the Company’s rights; escrow investment advisory and management fees; administration fees and expenses payable under this Agreement as amended from time to time; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments in portfolio companies, including costs associated with meeting financial sponsors; fees incurred by the Company for transfer agent, transfer dividend agent and custodial fees and expenses; fees and expenses associated with marketing efforts; U.S. federal and state registration and franchise fees, any stock exchange listing fees and fees payable to rating agencies; U.S. federal, state and local taxes; independent directorsDirectors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with required by the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoingregulators; the costs of any reports, proxy statements or other notices to stockholders (stockholders, including printing and mailing costs); costs associated with individual or group stockholders; costs associated with compliance with the costs Sxxxxxxx-Xxxxx Act of 2002, as amended, the Company’s allocable portion of any stockholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors directors’ and officers officers’ errors and omissions liability insurance policies, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone telephone, copying, secretarial and other staff; fees , independent auditors and expenses associated with independent audits, outside legal and consulting costs; costs of winding upproxy voting expenses; costs and any and all other expenses incurred by the Company or the Administrator in connection with the formation or maintenance of entities or vehicles to hold administering the Company’s assets for tax or other purposes; extraordinary expenses business, including payments made under this Agreement based upon the Company’s allocable portion (such as litigation or indemnification); subject to the review and costs associated with reporting and compliance approval of the Company’s independent Directors) of the Administrator’s overhead in performing its obligations under this Agreement, including rent and the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) cost of the Company’s officers who provide operational chief compliance officer and administrative services hereunder, chief financial officer and their respective staffs and other professionals who provide services to staffs. To the Company (including, in each case, employees extent the Administrator outsources any of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary contained hereinits functions, the Company shall reimburse pay the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to fees associated with such individuals (based functions on a percentage of time such individuals devote, on an estimated basis, direct basis without profit to the business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the CompanyAdministrator.