Common use of Incentive Fee Clause in Contracts

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% of the amount of the Pre-Incentive Fee Investment Net Income for the quarter that exceeds a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assets. “Net Managed Assets” shall mean total assets less indebtedness of the Company. “Pre-Incentive Fee Net Investment Income” shall mean interest income, dividend income, and any other income (including accrued income that the Company has not yet received in cash, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, and consulting fees or other fees that the Company is entitled to receive from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for such quarter (including the Base Management Fee, expenses payable pursuant to Section 11 below, any interest expense, any tax expense, and dividends paid on issued and outstanding preferred stock, if any, but excluding the Incentive Fee payable hereunder). The Investment Income Fee shall be calculated and payable quarterly in arrears within thirty (30) days of the end of each calendar quarter, with the fee first accruing upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quarter.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% of the amount of be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Net Income of the Company for the quarter that exceeds a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assetsimmediately preceding calendar quarter. “Net Managed Assets” shall mean total assets less indebtedness of the Company. For this purpose, “Pre-Incentive Fee Net Investment Income” shall mean means interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive receives from portfolio companiesan investment) accrued during the calendar quarter, minus the Company’s operating expenses for such the quarter (including the Base Management Fee, expenses payable pursuant to Section 11 below, under the Administration Agreement (if in effect) and any interest expense, any tax expense, and expense and/or dividends paid on any issued and outstanding preferred stock, if anydebt or Preferred Interests, but excluding the Incentive Fee payable hereunderFee). The Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee shall be calculated and payable quarterly in arrears within thirty (30) days Net Investment Income does not include any realized or unrealized capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of each the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% per quarter. The Company shall pay the Adviser an Incentive Fee with respect to the fee first accruing upon Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the first anniversary Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 100% of the Commencement of Operations. The Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee calculation shall be adjusted appropriately on Net Investment Income, if any, that exceeds the basis hurdle rate of the number of calendar days 2.00% but is less than 2.50% in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quarter; and (3) 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.50% in any calendar quarter. The portion of such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct.

Incentive Fee. The Adviser shall receive Incentive Fee will be divided into two parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gains. Each part of the Incentive Fee is outlined below. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be determined and payable in arrears as of the end of each calendar quarter during which the Investment Advisory Agreement is in effect. If this Agreement is terminated, the fee will also become payable as of the effective date of such termination. The subordinated incentive fee on income for each quarter will be calculated as follows: · No subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to stockholders of 1.75% per quarter on our net assets at the end of the immediately preceding fiscal quarter (the “Incentive Feequarterly preferred return”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an · For any quarter in which pre-incentive fee net investment income fee exceeds the quarterly preferred return, but is less than or equal to 2.1875% of our net assets at the end of the immediately preceding fiscal quarter (the “Investment Income Feecatch up”) ), the subordinated incentive fee on income shall equal to 100% of pre-incentive fee net investment income. · For any quarter in which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of the immediately preceding fiscal quarter, the subordinated incentive fee on income shall equal 20% of the amount of the Prepre-Incentive Fee Investment Net Income for the quarter that exceeds a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assetsincentive fee net investment income. “Net Managed Assets” shall mean total assets less indebtedness of the Company. · “Pre-Incentive Fee Net Investment Incomeincentive fee net investment income” shall mean is defined as interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cash, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, and consulting fees or other fees that the Company is entitled to receive from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for such quarter (the quarter, including the Base Management Fee, expenses payable pursuant to Section 11 belowthe Company’s administrator, any interest expense, any tax expense, expense and dividends paid on any issued and outstanding preferred stock, if any, but excluding the Incentive Fee payable hereunder)Fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The Investment Income Fee incentive fee on capital gains will be earned on investments sold and shall be calculated determined and payable quarterly in arrears within thirty (30) days as of the end of each calendar quarter, with the fee first accruing upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter year during which this Agreement is in effect in effect. If this Agreement is terminated, the event of termination fee will also become payable as of the Agreement during effective date of such termination. The fee is equal to 20% of realized capital gains, less the aggregate amount of any calendar quarterpreviously paid incentive fee on capital gains. Incentive fee on capital gains is equal to realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts: (1) a subordinated incentive fee on income, as follows:and (2) an incentive fee on capital gains. Each part of the incentive fee is outlined below. (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% first part of the amount of Incentive Fee, referred to as the Pre-Incentive Fee Investment Net Income for the quarter that exceeds a subordinated incentive fee on income, will be calculated and payable quarterly hurdle rate equal to 2.0% (8% annualized) of in arrears based on the Company’s Net Managed Assetspre-incentive fee net investment income for the immediately preceding quarter. “Net Managed Assets” shall mean total assets less indebtedness The payment of the Companysubordinated incentive fee on income will be subject to pre-incentive fee net investment income for the previous quarter, expressed as a quarterly rate of return on adjusted capital at the beginning of the most recently completed calendar quarter, exceeding 1.875% (7.5% annualized), subject to a “catch up” feature (as described below). “PreFor this purpose, pre-Incentive Fee Net Investment Income” shall mean incentive fee net investment income means interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for such the quarter (including the Base Management Fee, Administrative Services expenses and the expenses payable pursuant to Section 11 below, under any other administration or similar agreement and any interest expense, any tax expense, expense and dividends paid on any issued and outstanding preferred stock, if any, but excluding the Incentive Fee payable hereunderFee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of this calculation, adjusted capital means cumulative gross proceeds generated from sales of the Common Shares (including proceeds from the Company’s distribution reinvestment plan) reduced for non-liquidating distributions, other than distributions of profits, paid to the Company’s stockholders and amounts paid for share repurchases pursuant to the Company’s share repurchase program. The Investment Income Fee calculation of the subordinated incentive fee on income for each quarter is as follows: · No subordinated incentive fee on income shall be calculated payable to the Adviser in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the hurdle rate of 1.875% (or 7.5% annualized) on adjusted capital; · 100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 2.34375% in any calendar quarter (9.375% annualized) shall be payable to the Adviser. This portion of the subordinated incentive fee on income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 20.0% on all of the Company’s pre-incentive fee net investment income as if the hurdle rate did not apply when the pre-incentive fee net investment income exceeds 2.34375% (9.375% annualized) in any calendar quarter; and · For any quarter in which the Company’s pre-incentive fee net investment income exceeds 2.34375% (9.375% annualized), the subordinated incentive fee on income shall equal 20.0% of the amount of the Company’s pre-incentive fee net investment income, as the hurdle rate and catch-up will have been achieved. (ii) The second part of the Incentive Fee, referred to as the incentive fee on capital gains, shall be an incentive fee on realized capital gains earned on liquidated investments from the portfolio of the Company and shall be determined and payable quarterly in arrears within thirty (30) days as of the end of each calendar quarter, with the fee first accruing year (or upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during Agreement). This fee shall equal (a) 20.0% of the Company’s incentive fee capital gains, which shall equal the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less (b) the aggregate amount of any calendar quarterpreviously paid capital gain incentive fees.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% of the amount of be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Net Income of the Company for the quarter that exceeds a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assetsimmediately preceding calendar quarter. “Net Managed Assets” shall mean total assets less indebtedness of the Company. For this purpose, “Pre-Incentive Fee Net Investment Income” shall mean means interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive receives from portfolio companiesan investment) accrued during the calendar quarter, minus the Company’s operating expenses for such the quarter (including the Base Management Fee, expenses payable pursuant to Section 11 below, under the Administration Agreement (if in effect) and any interest expense, any tax expense, and expense and/or dividends paid on any issued and outstanding preferred stock, if anydebt or Preferred Interests, but excluding the Incentive Fee payable hereunderFee). The Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee shall be calculated and payable quarterly in arrears within thirty (30) days Net Investment Income does not include any realized or unrealized capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of each the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% per quarter. The Company shall pay the Adviser an Incentive Fee with respect to the fee first accruing upon Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the first anniversary Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 100% of the Commencement of Operations. The Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee calculation shall be adjusted appropriately on Net Investment Income, if any, that exceeds the basis hurdle rate of the number of calendar days 2.00% but is less than 2.353% in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quarter; and (3) 15% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.353% in any calendar quarter. The portion of such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct.

Incentive Fee. The Adviser Advisor shall receive an incentive fee (the “Incentive Fee”)) calculated as set forth below. In the case of a liquidation of the Fund or if this Agreement is terminated, the Incentive Fee will also become payable as of the effective date of liquidation or termination. The Incentive Fee is earned on Pre-Incentive Fee Net Investment Income, as defined below, and shall consist be determined and payable in arrears as of two parts, the end of each fiscal quarter beginning on and after the Effective Date. The Incentive Fee for each fiscal quarter will be calculated as follows: (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% of the amount of No Incentive Fee will be payable in any fiscal quarter in which the Pre-Incentive Fee Net Investment Income does not exceed a quarterly return of 1.50% per quarter on Adjusted Capital, as defined below (the “Quarterly Return”). (ii) All Pre-Incentive Fee Net Income for the quarter Investment Income, if any, that exceeds a quarterly hurdle rate the Quarterly Return, but is less than or equal to 2.01.875% of Adjusted Capital in any quarter, will be payable to the Advisor. (8iii) For any fiscal quarter in which Pre-Incentive Fee Net Investment Income exceeds 1.875% annualizedof Adjusted Capital, the Incentive Fee shall equal 20% of Pre-Incentive Fee Net Investment Income. (iv) of the Company’s Net Managed Assets. “Net Managed Assets” shall mean total assets less indebtedness of the Company. “Pre-Incentive Fee Net Investment Income” shall mean is defined as: (a) interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cash, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, and consulting fees or other fees that the Company is entitled to receive from portfolio companies) accrued during the calendar fiscal quarter, minus the CompanyFund’s operating expenses for such the quarter (including the Base Management Fee, expenses payable pursuant reimbursed to Section 11 belowthe Advisor under the administration agreement, dated as of December 6, 2016 and any interest expense, any tax expense, expense and dividends distributions paid on any issued and outstanding preferred stock, if anyShares, but excluding the Incentive Fee payable hereunderFee; and (b) net interest, if any, associated with a derivative financial instrument or swap (which, is defined as the difference between (A) the interest income and transaction fees related to reference assets and paid to the Fund by the derivative or swap counterparty, and (B) all interest and other expenses paid by the Fund to the derivative or swap counterparty). The Investment Income Fee shall be calculated and payable quarterly in arrears within thirty (30) days of the end of each calendar quarter, with the fee first accruing upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quarter.;

Incentive Fee. The Adviser shall receive Incentive Fee will be divided into three parts: (1) a subordinated incentive fee on income, (2) an incentive fee on capital gains and (3) a subordinated liquidation incentive fee. Each part of the Incentive Fee is outlined below. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be determined and payable in arrears as of the end of each calendar quarter during which the Investment Advisory Agreement is in effect. If this Agreement is terminated otherwise than in connection with a Liquidity Event (as defined below), the fee will also become payable as of the effective date of such termination. The subordinated incentive fee on income for each quarter will be calculated as follows: · No subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to stockholders of 1.75% per quarter on average adjusted capital (the “Incentive Feequarterly preferred return.”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an · For any quarter in which pre-incentive fee net investment income fee exceeds the quarterly preferred return, but is less than or equal to 2.1875% of average adjusted capital (the “Investment Income Feecatch up”) ), the subordinated incentive fee on income shall equal to 100% of pre-incentive fee net investment income. · For any quarter in which pre-incentive fee net investment income exceeds 2.1875% of average adjusted capital, the subordinated incentive fee on income shall equal 20% of the amount of the Prepre-Incentive Fee Investment Net Income for the quarter that exceeds a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assetsincentive fee net investment income. “Net Managed Assets” shall mean total assets less indebtedness of the Company. · “Pre-Incentive Fee Net Investment Incomeincentive fee net investment income” shall mean is defined as interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cash, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, and consulting fees or other fees that the Company is entitled to receive from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for such quarter (the quarter, including the Base Management Fee, expenses payable pursuant to Section 11 belowthe Company’s administrator, any interest expense, any tax expense, expense and dividends paid on any issued and outstanding preferred stock, if any, but excluding the Incentive Fee payable hereunder)Fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. · Adjusted capital is defined as (a) cumulative proceeds generated from sales of the Company’s common stock, including proceeds from the distribution reinvestment plan, net of sales loads (sales commissions and dealer manager fees) and (b) reduced for (i) distributions paid to stockholders that represent return of capital and (ii) amounts paid for share repurchases pursuant to share repurchase program. The Investment Income Fee incentive fee on capital gains will be earned on investments sold otherwise than in connection with a Liquidity Event and shall be calculated determined and payable quarterly in arrears within thirty (30) days as of the end of each calendar quarter, with the fee first accruing upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter year during which this Agreement is in effect effect. If this Agreement is terminated otherwise than in connection with a Liquidity Event, the event of termination fee will also become payable as of the Agreement during effective date of such termination. The fee is equal to 20% of realized capital gains, less the aggregate amount of any calendar quarterpreviously paid incentive fee on capital gains. Incentive fee on capital gains is equal to realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis. The third part of the incentive fee, referred to as the “Subordinated Liquidation Incentive Fee,” shall equal 20.0% of the net proceeds from the liquidation of the Company remaining after investors have received distributions of net proceeds from liquidation of the Company equal to adjusted capital as calculated immediately prior to liquidation.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an investment income fee first part of the Incentive Fee (the “Investment Income Based Fee”) equal to 20% of the amount of the Pre-Incentive Fee Investment Net Income for the quarter that exceeds a shall be calculated and payable quarterly hurdle rate equal to 2.0% (8% annualized) of in arrears based on the Company’s Net Managed Assetspre-incentive fee net investment income for the calendar quarter. “Net Managed Assets” shall mean total assets less indebtedness For purposes of this Agreement, pre-incentive fee net investment income for any given calendar quarter is calculated as (A) the Company. “Pre-Incentive Fee Net Investment Income” shall mean sum of interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cash, any other fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive receives from portfolio companies, but excluding fees for providing managerial assistance) accrued by the Company during the calendar quarter, minus (B) the Company’s operating expenses for such quarter (including the Base Management Fee, any expenses payable pursuant to Section 11 below, under the Administration Agreement and any interest expense, any tax expense, expense and dividends paid on issued and any outstanding preferred stock, if any, but excluding the Incentive Fee). Pre-incentive fee net investment income shall include, in the case of investments with a deferred interest feature (such as market discount, debt instruments with payment in kind interest, preferred stock with payment in kind dividends and zero-coupon securities), accrued income that the Company has not yet received in cash. The Advisor is not under any obligation to reimburse the Company for any part of the incentive fee it received that was based on accrued interest that the Company never actually receives. Pre-incentive fee net investment income shall not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. In calculating the Income Based Fee for any given calendar quarter, the Company’s pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable hereunderduring the period) at the end of the immediately preceding calendar quarter (the “Rate of Return”), shall be compared to a hurdle rate of 1.50% per quarter (the “Hurdle Rate”). The Investment Company shall pay the Advisor an Income Based Fee with respect to the Company’s pre-incentive fee net investment income in each calendar quarter as follows: (A) no incentive fee in any calendar quarter in which the pre-incentive fee net investment income does not exceed the Hurdle Rate of 1.50% (6% annually); (B) 100% of the Company’s pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Rate but is less than 1.76% in any calendar quarter prior to an Exchange Listing or less than 1.88% in any calendar quarter following an Exchange Listing; and (C) prior to an Exchange Listing, 15% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.76% in any calendar quarter, or following an Exchange Listing, 20% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.88% in any calendar quarter. (ii) The second part of the Incentive Fee (the “Capital Gains Fee”) shall be calculated and payable quarterly in arrears within thirty at the end of each fiscal year (30or, upon termination of this Agreement pursuant to Section 10, as of the termination date) based on the Company’s net capital gains. For purposes of this Agreement, net capital gains are calculated by subtracting (A) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (B) the Company’s cumulative aggregate realized capital gains. If such amount is positive at the end of the relevant calendar year, then the Capital Gains Fee for such year shall be equal to 15% of such amount, less the aggregate amount of Capital Gains Fees paid in all prior years. If such amount is negative, then there shall be no Capital Gains Fee for such year. If this Agreement shall terminate as of a date that is not a calendar-year end, the termination date shall be treated as though it were a calendar-year end for purposes of calculating and paying a Capital Gains Fee. Any Capital Gains Fee for any partial year shall be prorated based on the number of days in such year. For purposes of this Agreement: (A) cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (1) the net sales price of each investment in the Company’s portfolio when sold and (2) the original cost of such investment; (B) cumulative aggregate realized capital losses are calculated as the absolute value of the sum of the differences, if negative, between (1) the net sales price of each investment in the Company’s portfolio when sold and (2) the original cost of such investment; and (C) aggregate unrealized capital depreciation is calculated as the absolute value of the sum of the differences, if negative, between (1) the valuation of each investment in the Company’s portfolio as of the end of each calendar quarter, with the fee first accruing upon applicable calculation date and (2) the first anniversary original cost of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quartersuch investment.

Incentive Fee. The Adviser shall receive Incentive Fee will be divided into two parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gains. Each part of the Incentive Fee is outlined below. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be determined and payable in arrears as of the end of each calendar quarter during which the Investment Advisory Agreement is in effect. If this Agreement is terminated, the fee will also become payable as of the effective date of such termination. The subordinated incentive fee on income for each quarter will be calculated as follows: • No subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to stockholders of 1.75% per quarter on our net assets at the end of the immediately preceding fiscal quarter (the “Incentive Feequarterly preferred return.”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an • For any quarter in which pre-incentive fee net investment income fee exceeds the quarterly preferred return, but is less than or equal to 2.1875% of our net assets at the end of the immediately preceding fiscal quarter (the “Investment Income Feecatch up”) ), the subordinated incentive fee on income shall equal to 100% of pre-incentive fee net investment income. • For any quarter in which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of the immediately preceding fiscal quarter, the subordinated incentive fee on income shall equal 20% of the amount of the Prepre-Incentive Fee Investment Net Income for the quarter that exceeds a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assetsincentive fee net investment income. “Net Managed Assets” shall mean total assets less indebtedness of the Company. • “Pre-Incentive Fee Net Investment Incomeincentive fee net investment income” shall mean is defined as interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cash, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, and consulting fees or other fees that the Company is entitled to receive from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for such quarter (the quarter, including the Base Management Fee, expenses payable pursuant to Section 11 belowthe Company’s administrator, any interest expense, any tax expense, expense and dividends paid on any issued and outstanding preferred stock, if any, but excluding the Incentive Fee payable hereunder)Fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The Investment Income Fee incentive fee on capital gains will be earned on investments sold and shall be calculated determined and payable quarterly in arrears within thirty (30) days as of the end of each calendar quarter, with the fee first accruing upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter year during which this Agreement is in effect effect. If this Agreement is terminated, the fee will also become payable as of the effective date of such termination. The fee is equal to 20% of realized capital gains, less the aggregate amount of any previously paid incentive fee on capital gains. Incentive fee on capital gains is equal to realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis. In order to provide an incentive for the Adviser to successfully execute a merger transaction involving the Company that is financially accretive and/or otherwise beneficial to its stockholders even if the Adviser will not act as an investment adviser to the surviving entity in the event merger, we may seek exemptive relief from the SEC to allow us to pay the Adviser an incentive fee on capital gains in connection with the Company’s merger with and into another entity. Absent the receipt of termination of such relief, the Agreement during Adviser will not be entitled to an incentive fee on capital gains or any calendar quarterother incentive fee in connection with any such merger transaction.

Incentive Fee. The Adviser shall receive Incentive Fee will be divided into two parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gains. Each part of the Incentive Fee is outlined below. The subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be determined and payable in arrears as of the end of each calendar quarter during which the Investment Advisory Agreement is in effect. If this Agreement is terminated, the fee will also become payable as of the effective date of such termination. The subordinated incentive fee on income for each quarter will be calculated as follows: ● No subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to stockholders of 1.75% per quarter on our net assets at the end of the immediately preceding fiscal quarter (the “Incentive Feequarterly preferred return”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an ● For any quarter in which pre-incentive fee net investment income fee exceeds the quarterly preferred return, but is less than or equal to 2.1875% of our net assets at the end of the immediately preceding fiscal quarter (the “Investment Income Feecatch up”) ), the subordinated incentive fee on income shall equal to 100% of pre-incentive fee net investment income. ● For any quarter in which pre-incentive fee net investment income exceeds 2.1875% of our net assets at the end of the immediately preceding fiscal quarter, the subordinated incentive fee on income shall equal 20% of the amount of the Prepre-Incentive Fee Investment Net Income for the quarter that exceeds a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assetsincentive fee net investment income. “Net Managed Assets” shall mean total assets less indebtedness of the Company. ● “Pre-Incentive Fee Net Investment Incomeincentive fee net investment income” shall mean is defined as interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cash, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, and consulting fees or other fees that the Company is entitled to receive from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for such quarter (the quarter, including the Base Management Fee, expenses payable pursuant to Section 11 belowthe Company’s administrator, any interest expense, any tax expense, expense and dividends paid on any issued and outstanding preferred stock, if any, but excluding the Incentive Fee payable hereunder)Fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The Investment Income Fee incentive fee on capital gains will be earned on investments sold and shall be calculated determined and payable quarterly in arrears within thirty (30) days as of the end of each calendar quarter, with the fee first accruing upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter year during which this Agreement is in effect in effect. If this Agreement is terminated, the event of termination fee will also become payable as of the Agreement during effective date of such termination. The fee is equal to 20% of realized capital gains, less the aggregate amount of any calendar quarterpreviously paid incentive fee on capital gains. Incentive fee on capital gains is equal to realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis.

Incentive Fee. The Adviser shall receive incentive fee is divided into two parts: (1) a subordinated incentive fee on income and (2) an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows:on capital gains. (i) Investment Income Fee. The Adviser shall receive an subordinated incentive fee on income is earned on pre-incentive fee net investment income fee (the “Investment Income Fee”) equal to 20% of the amount of the Pre-Incentive Fee Investment Net Income for the quarter that exceeds a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assets. “Net Managed Assets” shall mean total assets less indebtedness of the Company. “Pre-Incentive Fee Net Investment Income” shall mean interest income, dividend income, and any other income (including accrued income that the Company has not yet received in cash, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, and consulting fees or other fees that the Company is entitled to receive from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for such quarter (including the Base Management Fee, expenses payable pursuant to Section 11 below, any interest expense, any tax expense, and dividends paid on issued and outstanding preferred stock, if any, but excluding the Incentive Fee payable hereunder). The Investment Income Fee shall be calculated determined and payable quarterly in arrears within thirty (30) days as of the end of each calendar quarter, with the fee first accruing upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in effect. In the event case of termination a liquidation or if this Agreement is terminated, the fee will also become payable as of the Agreement effective date of the event. For purposes of calculating the subordinated incentive fee, (A) “pre-incentive fee net investment income” is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Management Fee, expenses payable under the Administrative Services Agreement, dated as of the date hereof (as it may be amended from time to time), any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding (x) the Incentive Fee and (y) any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation, (B) “cumulative net increase in net assets resulting from operations” is defined as the sum of the pre-incentive fee net investment income, the Management Fees, realized gains and losses and unrealized appreciation and depreciation for the look-back period, and (C) “look-back period” is defined as (x) through December 31, 2017, the period which commences on January 1, 2017 and ends on the last day of the most recently completed quarter and (y) after December 31, 2017, the most recently completed quarter and the three preceding calendar quarters. The subordinated incentive fee on income for each quarter will be calculated as follows: – no subordinated incentive fee on income will be payable in any calendar quarterquarter in which the pre-incentive fee net investment income does not exceed the preferred return rate to shareholders of 1.75% (7.00% annualized) (the “preferred return”) of average net assets; – 100% of pre-incentive fee net investment income, if any, that exceeds the preferred return, but is less than or equal to 2.1875% in any quarter (8.75% annualized), will be payable to the Adviser (the “catch up provision”), which is intended to provide the Adviser with an incentive fee of 20% on all of the pre-incentive fee net investment income when the pre-incentive fee net investment income reaches 2.1875% in any quarter (8.75% annualized) of average net assets; and – for any quarter in which pre-incentive fee net investment income exceeds 2.1875% (8.75% annualized) of average net assets, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income; provided that no subordinated incentive fee will be payable except to the extent that 20.0% of the cumulative net increase in net assets resulting from operations over the look-back period exceeds the cumulative incentive fees accrued and/or paid for the look-back period. (ii) The incentive fee on capital gains will be earned on liquidated investments and shall be determined and payable in arrears as of the end of each calendar year during which this Agreement is in effect. In the case of a liquidation, or if this Agreement is terminated, the fee will also become payable as of the effective date of such event. The fee is equal to 20% of realized capital gains, less the aggregate amount of any previously paid incentive fee on such capital gains. The incentive fee on capital gains is equal to realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two three parts: (1) a subordinated incentive fee on income, as follows:(2) an incentive fee on capital gains during operations and (3) a subordinated liquidation incentive fee. Each part of the incentive fee is outlined below. (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% first part of the amount of Incentive Fee, referred to as the Pre-Incentive Fee Investment Net Income for the quarter that exceeds a subordinated incentive fee on income, will be calculated and payable quarterly hurdle rate equal to 2.0% (8% annualized) of in arrears based on the Company’s Net Managed Assetspre-incentive fee net investment income for the immediately preceding quarter. “Net Managed Assets” shall mean total assets less indebtedness The payment of the Companysubordinated incentive fee on income will be subject to pre-incentive fee net investment income for the previous quarter, expressed as a quarterly rate of return on adjusted capital at the beginning of the most recently completed calendar quarter, exceeding 1.875% (7.5% annualized), subject to a “catch up” feature (as described below). “PreFor this purpose, pre-Incentive Fee Net Investment Income” shall mean incentive fee net investment income means interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for such the quarter (including the Base Management Fee, Administrative Services expenses and the expenses payable pursuant to Section 11 below, under any other administration or similar agreement and any interest expense, any tax expense, expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of this fee and the subordinated liquidation incentive fee set forth below, adjusted capital means cumulative gross proceeds generated from sales of the Company’s common stock (including proceeds from the Company’s distribution reinvestment plan) reduced for non-liquidating distributions, other than distributions of profits, paid to the Company’s stockholders and amounts paid for share repurchases pursuant to the Company’s share repurchase program. The calculation of the subordinated incentive fee on income for each quarter is as follows: • No subordinated incentive fee on income shall be payable to the Adviser in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the hurdle rate of 1.875% (or 7.5% annualized) on adjusted capital; • 100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the hurdle rate but excluding is less than or equal to 2.34375% in any calendar quarter (9.375% annualized) shall be payable to the Adviser. This portion of the subordinated incentive fee on income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 20.0% on all of the Company’s pre-incentive fee net investment income as if the hurdle rate did not apply when the pre-incentive fee net investment income exceeds 2.34375% (9.375% annualized) in any calendar quarter; and • For any quarter in which the Company’s pre-incentive fee net investment income exceeds 2.34375% (9.375% annualized), the subordinated incentive fee on income shall equal 20.0% of the amount of the Company’s pre-incentive fee net investment income, as the hurdle rate and catch-up will have been achieved. (ii) The second part of the Incentive Fee payable hereunder). The Investment Income Fee Fee, referred to as the incentive fee on capital gains during operations, shall be calculated an incentive fee on capital gains earned on liquidated investments from the portfolio during operations prior to the liquidation of the Company and shall be determined and payable quarterly in arrears within thirty (30) days as of the end of each calendar quarter, with the fee first accruing year (or upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement Agreement). This fee shall equal (a) 20.0% of the Company’s incentive fee capital gains, which shall equal the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less (b) the aggregate amount of any previously paid capital gain incentive fees. (iii) The third part of the Incentive Fee, referred to as the subordinated liquidation incentive fee, shall equal 20.0% of the net proceeds from the liquidation of the Company remaining after investors have received distributions of net proceeds from liquidation of the Company equal to adjusted capital as calculated immediately prior to liquidation. For purposes of this computation, liquidation will include any merger of the Company with another entity or the acquisition of substantially all of the Company’s stock or assets in a single or series of related transactions. Notwithstanding the foregoing, in accordance with the Investment Company Act, in no event will the subordinated liquidation incentive fees plus the cumulative incentive fees on capital gains during operations paid by the Company exceed 20.0% of the cumulative realized capital gains on the investments of the Company (including capital gains realized upon any calendar quarterliquidation, including a merger or sale of substantially all of the Company’s stock or assets) over the life of the Company, computed net of all realized capital losses and unrealized capital depreciation.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows:: (1) a subordinated incentive fee on income and (2) an incentive fee on capital gains. Each part of the incentive fee is outlined below. (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% first part of the amount of Incentive Fee, referred to as the Pre-Incentive Fee Investment Net Income for the quarter that exceeds a subordinated incentive fee on income, will be calculated and payable quarterly hurdle rate equal to 2.0% (8% annualized) of in arrears based on the Company’s Net Managed Assetspre-incentive fee net investment income for the immediately preceding quarter. “Net Managed Assets” shall mean total assets less indebtedness The payment of the Companysubordinated incentive fee on income will be subject to pre-incentive fee net investment income for the previous quarter, expressed as a quarterly rate of return on adjusted capital at the beginning of the most recently completed calendar quarter, exceeding 1.875% (7.5% annualized), subject to a “catch up” feature (as described below). “PreFor this purpose, pre-Incentive Fee Net Investment Income” shall mean incentive fee net investment income means interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for such the quarter (including the Base Management Fee, Administrative Services expenses and the expenses payable pursuant to Section 11 below, under any other administration or similar agreement and any interest expense, any tax expense, expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of this fee, adjusted capital means cumulative gross proceeds generated from sales of the Company’s common stock (including proceeds from the Company’s distribution reinvestment plan) reduced for non-liquidating distributions, other than distributions of profits, paid to the Company’s stockholders and amounts paid for share repurchases pursuant to the Company’s share repurchase program. The calculation of the subordinated incentive fee on income for each quarter is as follows: • No subordinated incentive fee on income shall be payable to the Adviser in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the hurdle rate of 1.875% (or 7.5% annualized) on adjusted capital; • 100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the hurdle rate but excluding is less than or equal to 2.34375% in any calendar quarter (9.375% annualized) shall be payable to the Adviser. This portion of the subordinated incentive fee on income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 20.0% on all of the Company’s pre-incentive fee net investment income as if the hurdle rate did not apply when the pre-incentive fee net investment income exceeds 2.34375% (9.375% annualized) in any calendar quarter; and • For any quarter in which the Company’s pre-incentive fee net investment income exceeds 2.34375% (9.375% annualized), the subordinated incentive fee on income shall equal 20.0% of the amount of the Company’s pre-incentive fee net investment income, as the hurdle rate and catch-up will have been achieved. (ii) The second part of the Incentive Fee payable hereunder). The Investment Income Fee Fee, referred to as the incentive fee on capital gains, shall be calculated an incentive fee on realized capital gains earned on liquidated investments from the portfolio of the Company and shall be determined and payable quarterly in arrears within thirty (30) days as of the end of each calendar quarter, with the fee first accruing year (or upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during Agreement). This fee shall equal (a) 20.0% of the Company’s incentive fee capital gains, which shall equal the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less (b) the aggregate amount of any calendar quarterpreviously paid capital gain incentive fees.

Incentive Fee. The Adviser shall receive Incentive Fee will be divided into two parts: (1) an incentive fee on income, and (2) an incentive fee on capital gains. Each part of the “Incentive Fee”)Fee is outlined below. The Incentive Fee shall consist of two partsfirst part, as follows: (i) Investment Income Fee. The Adviser shall receive an investment income the incentive fee (the “Investment Income Fee”) equal to 20% of the amount of the Pre-Incentive Fee Investment Net Income for the quarter that exceeds a on income, will be calculated and payable quarterly hurdle rate equal to 2.0% (8% annualized) of in arrears based upon the Company’s Net Managed Assets“pre-incentive fee net investment income” for the immediately preceding quarter. “Net Managed Assets” shall mean total assets less indebtedness The incentive fee on income will be subject to a hurdle rate, measured quarterly and expressed as a rate of return on adjusted capital at the beginning of the Companymost recently completed calendar quarter, of 1.75% (7.0% annualized), subject to a “catch up” feature. For this purpose, “Prepre-Incentive Fee Net Investment Incomeincentive fee net investment income” shall mean means interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any other than fees for providing managerial assistance, such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for such the quarter (including the Base Management Feebase management fee, expenses payable pursuant reimbursed to Section 11 below, the Company’s administrator under the administration agreement and any interest expense, any tax expense, expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of this fee, adjusted capital will mean cumulative gross proceeds generated from issuances of the Company’s common stock (including the Company’s distribution reinvestment plan) reduced for distributions to investors that represent a return of capital and amounts paid for share repurchases pursuant to the Company’s share repurchase program. The calculation of the incentive fee on income for each quarter is as follows: • No incentive fee on income is payable to the Adviser in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the preferred return rate of 1.75% (the “hurdle rate”). • 100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the hurdle rate, but excluding is less than or equal to 2.1875% in any calendar quarter (8.75% annualized) is payable to the Incentive Fee Adviser. This portion of the Company’s pre-incentive fee net investment income is referred to as the “catch-up.” The “catch-up” provision is intended to provide the Adviser with an incentive fee of 20.0% on all of the Company’s pre-incentive fee net investment income when the Company’s pre-incentive fee net investment income reaches 2.1875% in any calendar quarter. • 20.0% of the amount of the Company’s pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized) is payable hereunderto the Adviser once the hurdle rate is reached and the catch-up is achieved (20.0% of all pre-incentive fee net investment income thereafter is allocated to the Adviser). These calculations will be appropriately pro-rated for any period of less than three (3) months. The Investment Income Fee shall second part of the incentive fee, the incentive fee on capital gains, will be calculated an incentive fee on capital gains earned on liquidated investments from the portfolio and will be determined and payable quarterly in arrears within thirty (30) days as of the end of each calendar quarter, with the fee first accruing year (or upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during investment advisory agreement). This fee will equal twenty percent (20%) of the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any calendar quarterpreviously paid capital gain incentive fees.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% of the amount of be payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Net Income of the Fund or each class of Shares of the Fund (to the extent that the Fund offers multiple classes of Shares) (“Class”), based on such Class’s net asset value relative to the Fund as a whole, for the quarter that exceeds immediately preceding calendar quarter, subject to a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assets“hurdle” and a “catch up” feature. “Net Managed Assets” shall mean total assets less indebtedness of the Company. For this purpose, “Pre-Incentive Fee Net Investment Income” shall mean means (a) interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive from portfolio companiesfees) accrued during the calendar quarterquarter (or, if applicable, a Class’s allocable share of such income), minus (b) the CompanyFund’s operating expenses for such the quarter (including the Base Management Fee, expenses payable pursuant to Section 11 belowunder the Administration Agreement, any interest expense, any tax expense, and expense and/or dividends paid on any issued and outstanding debt or preferred stockstock and, if applicable, any fees payable for distribution and/or shareholder servicing agreements, but excluding organizational and offering expenses and the Incentive Fee) (or, if applicable, a Class’s allocable share of such operating expenses) after giving application to any reimbursement or recoupment under any expense limitation agreement to which the Fund may be a party, as may be amended from time to time (the “Expense Limitation and Reimbursement Agreement”). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized or unrealized capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Fund’s or Class’s, as applicable, net assets at the end of the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% (8.00% annualized) of the Fund’s or Class’s, as applicable, net asset value per quarter. The Fund shall pay the Adviser an Incentive Fee with respect to the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income does not exceed 2.00% of the Fund’s net asset value; (2) 100% of the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but excluding is less than 2.50% of the Fund’s net asset value in any calendar quarter; and (3) 20% of the amount of the Fund’s or Class’s, as applicable, Pre-Incentive Fee payable hereunder). The Net Investment Income Fee shall be calculated and payable quarterly in arrears within thirty (30) days Income, if any, that exceeds 2.50% of the end of each calendar quarter, with the fee first accruing upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days Fund’s net asset value in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quarter.

Incentive Fee. The Adviser shall receive an incentive fee (Commencing on the “Incentive Fee”). The Effective Date, the Incentive Fee shall consist of two parts: (1) a subordinated incentive fee on income, as followsand (2) an incentive fee on capital gains. The Incentive Fee for any partial quarter shall be appropriately pro-rated. Each part of the Incentive Fee is outlined below: (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% first part of the amount of Incentive Fee, referred to as the Pre-Incentive Fee Investment Net Income for the quarter that exceeds a subordinated incentive fee on income, will be calculated and payable quarterly hurdle rate equal to 2.0% (8% annualized) of in arrears based on the Company’s Net Managed Assetspre-incentive fee net investment income for the immediately preceding quarter. “Net Managed Assets” shall mean total assets less indebtedness The payment of the Companysubordinated incentive fee on income will be subject to pre-incentive fee net investment income for the previous quarter, expressed as a quarterly rate of return on net assets of the Company at the beginning of the most recently completed calendar quarter, exceeding 1.5% (6.0% annualized), subject to a “catch up” feature (as described below). “PreFor this purpose, pre-Incentive Fee Net Investment Income” shall mean incentive fee net investment income means interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for such the quarter (including the Base Management Fee, Administrative Services expenses, the expenses payable pursuant to Section 11 below, under any other administration or similar agreement and any interest expense, any tax expense, expense and dividends paid on any issued and outstanding preferred stock, if anystock and any income tax expense on the Company’s net investment income and any excise tax, but excluding any income tax expense or benefit on the Company’s realized capital gains, realized capital losses or unrealized capital appreciation or depreciation and the Incentive Fee payable hereunderFee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation, or any income tax expense or benefit related to such items. The Investment Income Fee shall be calculated and payable quarterly in arrears within thirty (30) days calculation of the end of subordinated incentive fee on income for each calendar quarter, with the fee first accruing upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quarter.as follows:

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% of the amount of be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Net Income of the Company for the quarter that exceeds a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assetsimmediately preceding calendar quarter. “Net Managed Assets” shall mean total assets less indebtedness of the Company. For this purpose, “Pre-Incentive Fee Net Investment Income” shall mean means interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive receives from portfolio companiesan investment) accrued during the calendar quarter, minus the Company’s operating expenses for such the quarter (including the Base Management Fee, expenses payable pursuant to Section 11 below, Fee and any interest expense, any tax expense, and expense and/or dividends paid on any issued and outstanding preferred stock, if anydebt or Preferred Stock, but excluding the Incentive Fee payable hereunderFee). The Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee shall be calculated and payable quarterly in arrears within thirty (30) days Net Investment Income does not include any realized or unrealized capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of each the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% per quarter. The Company shall pay the Adviser an Incentive Fee with respect to the fee first accruing upon Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the first anniversary Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 100% of the Commencement of Operations. The Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee calculation shall be adjusted appropriately on Net Investment Income, if any, that exceeds the basis hurdle rate of the number of calendar days 2.00% but is less than 2.35294% in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quarter; and (3) 15% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.35294% in any calendar quarter. The portion of such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, be referred to as follows: (i) Investment Income Feethe “subordinated incentive fee,” will be calculated and payable monthly in arrears based on the Fund’s pre-incentive fee adjusted net investment income for the immediately preceding month. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% payment of the amount subordinated incentive fee will be subject to a monthly return to investors, expressed as a monthly rate of return on net assets at the beginning of the Pre-Incentive Fee Investment Net Income for the quarter that exceeds a quarterly hurdle rate equal to 2.0subject month, of 0.58333% (87.0% annualized) of the Company’s Net Managed Assets), subject to a “catch up” feature (as described below). For this purpose, “Net Managed Assetspre-incentive fee adjusted net investment income” shall mean total assets less indebtedness of the Company. “Pre-Incentive Fee Net Investment Income” shall mean means interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive Fund receives from portfolio companies) accrued during the calendar quartermonth, minus the CompanyFund’s operating expenses for such quarter the month (including the Base Management Fee, Administrative Expenses and the expenses payable pursuant to Section 11 below, under any other administration or similar agreement and any interest expense, any tax expense, expense and dividends paid on any issued and outstanding preferred stock, if any, but excluding the Incentive Fee payable hereunderFee), and less any increase in the Fund’s cumulative realized or unrealized losses during the month. Pre-incentive fee adjusted net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-incentive fee adjusted net investment income does not include any realized capital gains or unrealized capital appreciation. The Investment Income Fee calculation of the subordinated incentive fee for each month is as follows: ● No subordinated incentive fee shall be calculated and payable quarterly to the Adviser for any calendar month in arrears within thirty which the Fund’s pre-incentive fee adjusted net investment income does not exceed the hurdle rate of 0.58333% (30or 7.0% annualized) days on net assets; ● 100% of the end of each Fund’s pre-incentive fee adjusted net investment income, if any, that exceeds the hurdle rate but is less than or equal to 0.72917% in any calendar quarter, with month (8.75% annualized) shall be payable to the fee first accruing upon the first anniversary Adviser. This portion of the Commencement subordinated incentive fee is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of Operations. The Investment Income Fee calculation shall be adjusted appropriately 20.0% on the basis all of the number of Fund’s pre-incentive fee adjusted net investment income as if the hurdle rate did not apply when the pre-incentive fee adjusted net investment income exceeds 0.72917% (8.75% annualized) in any calendar days month; and ● For any month in which the first quarter Fund’s pre-incentive fee adjusted net investment income exceeds 0.72917% (8.75% annualized), the subordinated incentive fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination shall equal 20.0% of the Agreement during any calendar quarteramount of the Fund’s pre-incentive fee adjusted net investment income, as the hurdle rate and catch-up will have been achieved.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts—an incentive fee based on income and an incentive fee based on capital gains, as follows: (i) Investment Income Fee. The Adviser shall receive an investment part of the Incentive Fee based on income fee (the “Investment Income Fee”) equal will be calculated and payable quarterly in arrears commencing with the first calendar quarter following the Company’s election to 20be regulated as a BDC, and equals 15% of the amount pre-incentive fee net investment income in excess of the a 1.5% quarterly (6% annually) (“Hurdle Rate”). Pre-Incentive Fee Investment Net Income for the quarter that exceeds a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assets. “Net Managed Assets” shall mean total assets less indebtedness of the Company. “Pre-Incentive Fee Net Investment Income” shall mean incentive fee net investment income means interest income, dividend income, income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees the Company receives from portfolio companies) that the Company accrues, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement the Company has entered into with the Administrator, and any interest expense and dividends paid on any issued and outstanding indebtedness or preferred stock, respectively, but excluding, for avoidance of doubt, the income-based incentive fee accrued under GAAP). Pre-incentive fee net investment income also includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash, . The Investment Advisor is not under any fees such as commitment, origination, syndication, structuring, diligence, monitoring, and consulting fees or other fees obligation to reimburse the Company for any part of the Income Fee it received that was based on accrued interest that the Company is entitled to receive from portfolio companiesnever actually received. (ii) accrued during the calendar quarter, minus the Company’s operating expenses for such quarter (including the Base Management Fee, expenses payable pursuant to Section 11 below, any interest expense, any tax expense, and dividends paid on issued and outstanding preferred stock, if any, but excluding The second part of the Incentive Fee payable hereunder). The Investment Income Fee shall (“Capital Gains Fee”) will be calculated determined and payable quarterly in arrears within thirty (30) days in cash as of the end of each calendar quarteryear (or upon termination of this Agreement as set forth below), and will equal 15% of the Company’s realized capital gains on a cumulative basis from the Company’s election to be regulated as a BDC through the end of the calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid Capital Gains Fees. In determining the Capital Gains Fee, the Company will calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with the fee first accruing upon the first anniversary respect to each of the Commencement investments in its portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of Operationsthe differences between the net sales price of each investment, when sold, and the original cost of such investment since the Company’s inception. The Investment Income Fee Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the original cost of such investment since the Company’s inception. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation shall be adjusted appropriately on date and the original cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for the Company’s calculation of the number capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to its portfolio of calendar days in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quarterinvestments.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% of the amount of be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Net Income of the Company for the quarter that exceeds a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assetsimmediately preceding calendar quarter. “Net Managed Assets” shall mean total assets less indebtedness of the Company. For this purpose, “Pre-Incentive Fee Net Investment Income” shall mean means interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive receives from portfolio companiesan investment) accrued during the calendar quarter, minus the Company’s operating expenses for such the quarter (including the Base Management Fee, expenses payable pursuant to Section 11 below, under the Administration Agreement and any interest expense, any tax expense, expense and dividends paid on any issued and outstanding preferred stock, if any, but excluding the Incentive Fee). Pre-Incentive Fee payable hereunderNet Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% per quarter (8.00% annualized). The Company shall pay the Adviser an Incentive Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows; (1) no Incentive Fee shall be calculated and payable quarterly in arrears within thirty any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (302) days 100% of the end Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of each such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.50% in any calendar quarter, with the fee first accruing upon the first anniversary ; and (3) 20% of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis amount of the number of calendar days Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.50% in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quarter.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an investment income fee first part of the Incentive Fee (the “Investment Income Based Fee”) equal to 20% of the amount of the Pre-Incentive Fee Investment Net Income for the quarter that exceeds a shall be calculated and payable quarterly hurdle rate equal to 2.0% (8% annualized) of in arrears based on the Company’s Net Managed Assetspre-incentive fee net investment income for the calendar quarter. “Net Managed Assets” shall mean total assets less indebtedness For purposes of this Agreement, pre-incentive fee net investment income for any given calendar quarter is calculated as (A) the Company. “Pre-Incentive Fee Net Investment Income” shall mean sum of interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cash, any other fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive receives from portfolio companies, but excluding fees for providing managerial assistance) accrued by the Company during the calendar quarter, minus (B) the Company’s operating expenses for such quarter (including the Base Management Fee, any expenses payable pursuant to Section 11 below, under the Administration Agreement and any interest expense, any tax expense, expense and dividends paid on issued and any outstanding preferred stock, if any, but excluding the Incentive Fee). Pre-incentive fee net investment income shall include, in the case of investments with a deferred interest feature (such as market discount, debt instruments with payment in kind interest, preferred stock with payment in kind dividends and zero-coupon securities), accrued income that the Company has not yet received in cash. The Advisor is not under any obligation to reimburse the Company for any part of the incentive fee it received that was based on accrued interest that the Company never actually receives. Pre-incentive fee net investment income shall not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. In calculating the Income Based Fee for any given calendar quarter, the Company’s pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable hereunderduring the period) at the end of the immediately preceding calendar quarter (the “Rate of Return”), shall be compared to a hurdle rate of 1.50% per quarter (the “Hurdle Rate”). The Investment Company shall pay the Advisor an Income Based Fee with respect to the Company’s pre-incentive fee net investment income in each calendar quarter as follows: (A) no incentive fee in any calendar quarter in which the pre-incentive fee net investment income does not exceed the Hurdle Rate of 1.50% (6% annually); (B) 100% of the Company’s pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Rate but is less than 1.76% in any calendar quarter prior to an Exchange Listing or less than 1.88% in any calendar quarter following an Exchange Listing; and (C) prior to an Exchange Listing, 15% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.76% in any calendar quarter, or following an Exchange Listing, 20% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.88% in any calendar quarter. (ii) The second part of the Incentive Fee (the “Capital Gains Fee”) shall be calculated and payable quarterly in arrears within thirty at the end of each fiscal year (30or, upon termination of this Agreement pursuant to Section 10, as of the termination date) based on the Company’s net capital gains. For purposes of this Agreement, net capital gains are calculated by subtracting (A) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (B) the Company’s cumulative aggregate realized capital gains. If such amount is positive at the end of the relevant calendar year, then the Capital Gains Fee for such year shall be equal to 15% of such amount, less the aggregate amount of Capital Gains Fees paid in all prior years. If such amount is negative, then there shall be no Capital Gains Fee for such year. If this Agreement shall terminate as of a date that is not a calendar-year end, the termination date shall be treated as though it were a calendar-year end for purposes of calculating and paying a Capital Gains Fee. Any Capital Gains Fee for any partial year shall be prorated based on the number of days in such year. For purposes of this Agreement: (A) cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (1) the net sales price of each investment in the Company’s portfolio when sold and (2) the original cost of such investment; (B) cumulative aggregate realized capital losses are calculated as the absolute value of the sum of the differences, if negative, between (1) the net sales price of each investment in the Company’s portfolio when sold and (2) the original cost of such investment; and (C) aggregate unrealized capital depreciation is calculated as the absolute value of the sum of the differences, if negative, between (1) the valuation of each investment in the Company’s portfolio as of the end of each calendar quarter, with the fee first accruing upon applicable calculation date and (2) the first anniversary original cost of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quartersuch investment.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an investment income fee first part of the Incentive Fee (the “Investment Income Income-Based Fee”) equal to 20% of the amount of the Pre-Incentive Fee Investment Net Income for the quarter that exceeds a shall be calculated and payable quarterly hurdle rate equal to 2.0% (8% annualized) of in arrears based on the Company’s Net Managed Assetspre-incentive fee net investment income for the calendar quarter. “Net Managed Assets” shall mean total assets less indebtedness For purposes of this Agreement, pre-incentive fee net investment income for any given calendar quarter is calculated as (A) the Company. “Pre-Incentive Fee Net Investment Income” shall mean sum of interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive receives from portfolio companies, but excluding fees for providing managerial assistance) accrued by the Company during the such calendar quarter, minus (B) the Company’s operating expenses for such quarter (including the Base Management Fee, any expenses payable pursuant to Section 11 below, under the Administration Agreement and any interest expense, any tax expense, expense and dividends paid on issued and any outstanding preferred stock, if any, but excluding the Incentive Fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, debt instruments with payment-in-kind interest, preferred stock with payment-in-kind dividends and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income shall not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. In calculating the Income-Based Fee for any given calendar quarter, the Company’s pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable hereunderduring the period) at the end of the immediately preceding calendar quarter (the “Rate of Return”), shall be compared to a hurdle rate of 2.0% per quarter (the “Hurdle Rate”). The Investment Income Company shall pay the Advisor an Income-Based Fee with respect to the Company’s pre-incentive fee net investment income in each calendar quarter as follows: (A) no Income-Based Fee in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the Hurdle Rate in such quarter; (B) 100% of the Company’s pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Rate but is less than 2.5% in such quarter; and (C) 20% of the Company’s pre-incentive fee net investment income, if any, that exceeds 2.5% in such quarter; provided that, no incentive fee in respect of Section 3(b)(i) hereof will be payable except to the extent 20.0% of the cumulative net increase in net assets resulting from operations over the calendar quarter for which such fees are being calculated and the 11 preceding quarters exceeds the cumulative incentive fees accrued and/or paid pursuant to Section 3(b) hereof for such 11 preceding quarters. For the foregoing purposes, the “cumulative net increases in net assets resulting from operations” is the amount, if positive, of the sum of pre-incentive fee net investment income, Base Management Fee, realized gains and losses and unrealized appreciation and depreciation of the Company for the calendar quarter for which such fees are being calculated and the 11 preceding calendar quarters. Income-Based Fees shall be adjusted for any share issuances or repurchases during the calendar quarter, and Income-Based Fees for any period of less than three months shall be prorated based on the number of days in such period. (ii) The second part of the Incentive Fee (the “Capital Gains Fee”) shall be calculated and payable quarterly in arrears within thirty at the end of each fiscal year (30or, upon termination of this Agreement pursuant to Section 9, as of the termination date) based on the Company’s net capital gains. For purposes of this Agreement, net capital gains are calculated by subtracting (A) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (B) the Company’s cumulative aggregate realized capital gains. If such amount is positive at the end of the relevant calendar year, then the Capital Gains Fee for such year shall be equal to 20% of such amount, less the aggregate amount of Capital Gains Fees paid in all prior years. If such amount is negative, then there shall be no Capital Gains Fee for such year. If this Agreement shall terminate as of a date that is not a calendar-year end, the termination date shall be treated as though it were a calendar-year end for purposes of calculating and paying a Capital Gains Fee. Any Capital Gains Fee for any partial year shall be prorated based on the number of days in such year. For purposes of this Agreement: (A) cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (1) the net sales price of each investment in the Company’s portfolio when sold and (2) the original cost of such investment; (B) cumulative aggregate realized capital losses are calculated as the absolute value of the sum of the differences, if negative, between (1) the net sales price of each investment in the Company’s portfolio when sold and (2) the original cost of such investment; and (C) aggregate unrealized capital depreciation is calculated as the absolute value of the sum of the differences, if negative, between (1) the valuation of each investment in the Company’s portfolio as of the end of each calendar quarter, with the fee first accruing upon applicable calculation date and (2) the first anniversary original cost of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quartersuch investment.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) be payable quarterly in arrears and equal to 2015% of the amount of the Fund’s Pre-Incentive Fee Net Investment Net Income of the Fund or each class of Shares of the Fund (to the extent that the Fund offers multiple classes of Shares) (“Class”), based on such Class’s net asset value relative to the Fund as a whole, for the quarter that exceeds immediately preceding calendar quarter, subject to a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assets“hurdle” and a “catch up” feature. “Net Managed Assets” shall mean total assets less indebtedness of the Company. For this purpose, “Pre-Incentive Fee Net Investment Income” shall mean means (a) interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive from portfolio companiesfees) accrued during the calendar quarterquarter (or, if applicable, a Class’s allocable share of such income), minus (b) the CompanyFund’s operating expenses for such the quarter (including the Base Management Fee, expenses payable pursuant to Section 11 belowunder the Administration Agreement, any interest expense, any tax expense, and expense and/or dividends paid on any issued and outstanding debt or preferred stockstock and, if applicable, any fees payable for distribution and/or shareholder servicing agreements, but excluding organizational and offering expenses and the Incentive Fee) (or, if applicable, a Class’s allocable share of such operating expenses) after giving application to any reimbursement or recoupment under any expense limitation and reimbursement agreement to which the Fund may be a party, as may be amended from time to time (the “Expense Limitation and Reimbursement Agreement”). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero-coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized or unrealized capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Fund’s or Class’s, as applicable, net assets at the end of the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% (8.00% annualized) of the Fund’s or Class’s, as applicable, net asset value per quarter and a “catch up” feature, the Incentive Fee. The Fund shall pay the Adviser an Incentive Fee with respect to the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income does not exceed the hurdle of 2.00% of the Fund’s net asset value; (2) 100% of the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but excluding is less than 2.3529% of the Fund’s net asset value in any calendar quarter (9.4118% annualized); and (3) 15% of the amount of the Fund’s or Class’s, as applicable, Pre-Incentive Fee payable hereunder). The Net Investment Income Fee shall be calculated and payable quarterly in arrears within thirty (30) days Income, if any, that exceeds 2.3529% of the end of each calendar quarter, with the fee first accruing upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days Fund’s net asset value in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quarter.

Incentive Fee. The Adviser Advisor shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser Advisor shall receive an investment income fee (the “Investment Income Fee”) equal to 2015% of the amount excess, if any, of the Pre-Incentive Fee Company’s Net Investment Net Income for the fiscal quarter that exceeds over a quarterly hurdle rate equal to 2.02% (8% annualized) of ), multiplied, in either case, by the Company’s average monthly Net Managed AssetsAssets for the quarter. “Net Managed Assets” shall mean total assets means the Managed Assets less indebtedness deferred taxes, debt entered into for the purposes of leverage and the Companyaggregate liquidation preference of outstanding preferred shares. “Pre-Incentive Fee Net Investment Income” shall mean means interest incomeincome (including accrued interest that we have not yet received in cash), dividend incomeand distribution income from equity investments (but excluding that portion of cash distributions that are treated as a return of capital), and any other income (including accrued income that the Company has not yet received in cash, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, and consulting fees or other fees that the Company is entitled to receive from portfolio companies) accrued during the calendar fiscal quarter, minus the Company’s operating expenses for such quarter (including the Base Management Fee, expenses payable pursuant to Section 11 below, any interest expense, any tax expenseaccrued income taxes related to net investment income, and dividends paid on issued and outstanding preferred stock, if any, but excluding the Incentive Fee payable hereunder). Net Investment Income also includes, in the case of investments with a deferred interest or income feature (such as original issue discount, debt or equity instruments with a payment-in-kind feature, and zero coupon securities), accrued income that the Company has not yet received in cash. Net Investment Income does not include any realized capital gains, realized capital losses, or unrealized capital appreciation or depreciation. The Investment Income Fee shall be calculated and payable quarterly in arrears within thirty (30) days of the end of each calendar fiscal quarter, with the fee first accruing upon from the first anniversary of the day the Company receives the proceeds from its initial offering of common shares (the “Commencement of Operations”). The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first fiscal quarter the fee accrues or the calendar fiscal quarter during which this the Agreement is in effect in the event of termination of the Agreement during any calendar fiscal quarter.

Incentive Fee. The Adviser shall receive an incentive fee (Commencing on the “Incentive Fee”). The Effective Date, the Incentive Fee shall consist of two parts: (1) a subordinated incentive fee on income, as followsand (2) an incentive fee on capital gains. The Incentive Fee for any partial quarter shall be appropriately pro-rated. Each part of the Incentive Fee is outlined below: (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% first part of the amount of Incentive Fee, referred to as the Pre-Incentive Fee Investment Net Income for the quarter that exceeds a subordinated incentive fee on income, will be calculated and payable quarterly hurdle rate equal to 2.0% (8% annualized) of in arrears based on the Company’s Net Managed Assetspre-incentive fee net investment income for the immediately preceding quarter. “Net Managed Assets” shall mean total assets less indebtedness The payment of the Companysubordinated incentive fee on income will be subject to pre-incentive fee net investment income for the previous quarter, expressed as a quarterly rate of return on net assets of the Company at the beginning of the most recently completed calendar quarter, exceeding 1.5% (6.0% annualized), subject to a “catch up” feature (as described below). “PreFor this purpose, pre-Incentive Fee Net Investment Income” shall mean incentive fee net investment income means interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for such the quarter (including the Base Management Fee, Administrative Services expenses, the expenses payable pursuant to Section 11 below, under any other administration or similar agreement and any interest expense, any tax expense, expense and dividends paid on any issued and outstanding preferred stock, if anystock and any income tax expense on the Company’s net investment income and any excise tax, but excluding any income tax expense or benefit on the Company’s realized capital gains, realized capital losses or unrealized capital appreciation or depreciation and the Incentive Fee payable hereunderFee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation, or any income tax expense or benefit related to such items. The Investment Income Fee calculation of the subordinated incentive fee on income for each quarter is as follows: 1. No subordinated incentive fee on income shall be calculated and payable quarterly to the Adviser in arrears within thirty (30) days of the end of each calendar quarter, with the fee first accruing upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the any calendar quarter during in which this Agreement is in effect in the event Company’s pre-incentive fee net investment income does not exceed the hurdle rate of termination of the Agreement during any calendar quarter.1.5% (or 6.0% annualized);

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) be payable quarterly in arrears and equal to 2015% of the amount of the Fund’s Pre-Incentive Fee Net Investment Net Income of the Fund or each class of Shares of the Fund (to the extent that the Fund offers multiple classes of Shares) (“Class”), based on such Class’s net asset value relative to the Fund as a whole, for the quarter that exceeds immediately preceding calendar quarter, subject to a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assets“hurdle” and a “catch up” feature. “Net Managed Assets” shall mean total assets less indebtedness of the Company. For this purpose, “Pre-Incentive Fee Net Investment Income” shall mean means (a) interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive from portfolio companiesfees) accrued during the calendar quarterquarter (or, if applicable, a Class’s allocable share of such income), minus (b) the CompanyFund’s operating expenses for such the quarter (including the Base Management Fee, expenses payable pursuant to Section 11 belowunder the Administration Agreement, any interest expense, any tax expense, and expense and/or dividends paid on any issued and outstanding debt or preferred stockstock and, if applicable, any fees payable for distribution and/or shareholder servicing agreements, but excluding organizational and offering expenses and the Incentive Fee) (or, if applicable, a Class’s allocable share of such operating expenses) after giving application to any reimbursement or recoupment under any expense limitation and reimbursement agreement to which the Fund may be a party, as may be amended from time to time (the “Expense Limitation and Reimbursement Agreement”). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero-coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized or unrealized capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Fund’s or Class’s, as applicable, net assets at the end of the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 1.875% (7.5% annualized) of the Fund’s or Class’s, as applicable, net asset value per quarter and a “catch up” feature, the Incentive Fee. The Fund shall pay the Adviser an Incentive Fee with respect to the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income does not exceed the hurdle of 1.875% of the Fund’s net asset value; (2) 100% of the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but excluding is less than 2.20588% of the Fund’s net asset value in any calendar quarter (8.82353% annualized); and (3) 15% of the amount of the Fund’s or Class’s, as applicable, Pre-Incentive Fee payable hereunder). The Net Investment Income Fee shall be calculated and payable quarterly in arrears within thirty (30) days Income, if any, that exceeds 2.20588% of the end of each calendar quarter, with the fee first accruing upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days Fund’s net asset value in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quarter.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an investment income fee first part of the Incentive Fee (the “Investment Income Income-Based Fee”) equal to 20% of the amount of the Pre-Incentive Fee Investment Net Income for the quarter that exceeds a shall be calculated and payable quarterly hurdle rate equal to 2.0% (8% annualized) of in arrears based on the Company’s Net Managed Assetspre-incentive fee net investment income for the immediately preceding calendar quarter. “Net Managed Assets” shall mean total assets less indebtedness For purposes of this Agreement, pre-incentive fee net investment income for any given calendar quarter is calculated as (A) the Company. “Pre-Incentive Fee Net Investment Income” shall mean sum of interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive receives from portfolio companies, but excluding fees for providing managerial assistance) accrued by the Company during the such calendar quarter, minus (B) the Company’s operating expenses for such quarter (including the Base Management Fee, any expenses payable pursuant to Section 11 below, under the Administration Agreement and any interest expense, any tax expense, expense and dividends paid on issued and any outstanding preferred stock, if any, but excluding the Incentive Fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind interest, preferred stock with payment-in-kind dividends and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. In calculating the Income-Based Fee for any given calendar quarter, the Company’s pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable hereunderduring the period) at the end of the immediately preceding calendar quarter, shall be compared to a hurdle rate of 2.0% per quarter (8.0% annualized). The Investment Income Company shall pay the Advisor an Income-Based Fee shall be calculated and payable quarterly with respect to the Company’s pre-incentive fee net investment income in arrears within thirty each calendar quarter as follows: (30A) days no Income-Based Fee in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the hurdle rate of 2.0% in such quarter; (B) 100% of the end Company’s pre-incentive fee net investment income with respect to that portion of each calendar quartersuch pre-incentive fee net investment income, with if any, that exceeds the fee first accruing upon the first anniversary hurdle rate of 2.0% but is less than 2.5% in such quarter (10.0% annualized); and (C) 20% of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days Company’s pre-incentive fee net investment income, if any, that exceeds 2.5% in the first such quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quarter(10.0% annualized).

Incentive Fee. The Adviser shall receive an incentive fee (Commencing on the “Incentive Fee”). The Effective Date, the Incentive Fee shall consist of two parts: (1) a subordinated incentive fee on income, as followsand (2) an incentive fee on capital gains. The Incentive Fee for any partial quarter shall be appropriately pro-rated. Each part of the Incentive Fee is outlined below: (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% first part of the amount of Incentive Fee, referred to as the Pre-Incentive Fee Investment Net Income for the quarter that exceeds a subordinated incentive fee on income, will be calculated and payable quarterly hurdle rate equal to 2.0% (8% annualized) of in arrears based on the Company’s Net Managed Assetspre-incentive fee net investment income for the immediately preceding quarter. “Net Managed Assets” shall mean total assets less indebtedness The payment of the Companysubordinated incentive fee on income will be subject to pre-incentive fee net investment income for the previous quarter, expressed as a quarterly rate of return on net assets of the Company at the beginning of the most recently completed calendar quarter, exceeding 1.5% (6.0% annualized), subject to a “catch up” feature (as described below). “PreFor this purpose, pre-Incentive Fee Net Investment Income” shall mean incentive fee net investment income means interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for such the quarter (including the Base Management Fee, Administrative Services expenses, the expenses payable pursuant to Section 11 below, under any other administration or similar agreement and any interest expense, any tax expense, expense and dividends paid on any issued and outstanding preferred stockstock and any income tax expense on the Company’s net investment income and any excise tax, but excluding any income tax expense or benefit on the Company’s realized capital gains, realized capital losses or unrealized capital appreciation or depreciation and the Incentive Fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation, or any income tax expense or benefit related to such items. The calculation of the subordinated incentive fee on income for each quarter is as follows: • No subordinated incentive fee on income shall be payable to the Adviser in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the hurdle rate of 1.5% (or 6.0% annualized); • 50% of the Company’s pre-incentive fee net investment income, if any, that exceeds the hurdle rate but excluding is less than or equal to 2.307692% in any calendar quarter (9.230769% annualized) shall be payable to the Adviser. This portion of the subordinated incentive fee on income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 17.5% on all of the Company’s pre-incentive fee net investment income as if the hurdle rate did not apply when the pre-incentive fee net investment income exceeds 2.307692% (9.230769% annualized) in any calendar quarter; and • For any quarter in which the Company’s pre-incentive fee net investment income exceeds 2.307692% (9.230769% annualized), the subordinated incentive fee on income shall equal 17.5% of the amount of the Company’s pre-incentive fee net investment income, as the hurdle rate and catch-up will have been achieved. (ii) The second part of the Incentive Fee payable hereunder). The Investment Income Fee Fee, referred to as the incentive fee on capital gains, shall be calculated an incentive fee on realized capital gains earned on liquidated investments from the Company’s investment portfolio, net of any income tax expense associated with such realized capital gains, and shall be determined and payable quarterly in arrears within thirty (30) days as of the end of each calendar quarter, with the fee first accruing year (or upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during Agreement). This fee shall equal (a) 17.5% of the Company’s incentive fee capital gains, which shall equal the Company’s realized capital gains (net of any related income tax expense) on a cumulative basis from the Effective Date, calculated as of the end of each calendar quarteryear thereafter (or upon termination of the Agreement), computed net of (1) all realized capital losses on a cumulative basis (net of any related income tax benefit) from the Effective Date, and (2) unrealized capital depreciation (net of any related income tax benefit) on a cumulative basis from the Effective Date, less (b) the aggregate amount of any previously paid capital gain incentive fees from the Effective Date. For purposes of calculating each component of the Company’s incentive fee capital gains under this Section 3(b)(ii), (1) the cost basis for any investment held by the Company as of the Effective Date shall be deemed to be the fair value for such investment as of the most recent quarter end immediately prior to the Effective Date and, with respect to any investment acquired by the Company subsequent to the Effective Date, the cost basis shall equal the cost basis of such investment as reflected in the Company’s financial statements and (2) the income tax expense or benefit associated with all investments will be measured from the most recent quarter end immediately prior to the Effective Date through the date of any such calculation.

Incentive Fee. The Adviser Advisor shall receive an incentive fee (the “Incentive Fee”)) calculated as set forth below. In the case of a liquidation of the Fund or if this Agreement is terminated, the Incentive Fee will also become payable as of the effective date of liquidation or termination. The Incentive Fee is earned on Pre-Incentive Fee Net Investment Income, as defined below, and shall consist be determined and payable in arrears as of two parts, the end of each calendar quarter during which this Agreement is in effect. The Incentive Fee for each quarter will be calculated as follows: (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% of the amount of No Incentive Fee will be payable in any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed a quarterly return of 1.50% per quarter on Adjusted Capital, as defined below (the “Quarterly Return”). (ii) All Pre-Incentive Fee Net Income for the quarter Investment Income, if any, that exceeds a quarterly hurdle rate the Quarterly Return, but is less than or equal to 2.01.875% of Adjusted Capital in any quarter, will be payable to the Advisor. (8iii) For any quarter in which Pre-Incentive Fee Net Investment Income exceeds 1.875% annualizedof Adjusted Capital, the Incentive Fee shall equal 20% of Pre-Incentive Fee Net Investment Income. (iv) of the Company’s Net Managed Assets. “Net Managed Assets” shall mean total assets less indebtedness of the Company. “Pre-Incentive Fee Net Investment Income” shall mean is defined as: (a) interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cash, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, and consulting fees or other fees that the Company is entitled to receive from portfolio companies) accrued during the calendar quarter, minus the CompanyFund’s operating expenses for such the quarter (including the Base Management Fee, expenses payable pursuant reimbursed to Section 11 belowthe Advisor under the administration agreement, dated as of __________, 2016 and any interest expense, any tax expense, expense and dividends distributions paid on any issued and outstanding preferred stock, if anyShares, but excluding the Incentive Fee payable hereunderFee; and (b) net interest, if any, associated with a derivative financial instrument or swap (which, is defined as the difference between (A) the interest income and transaction fees related to reference assets and paid to the Fund by the derivative or swap counterparty, and (B) all interest and other expenses paid by the Fund to the derivative or swap counterparty). The Investment Income Fee shall be calculated and payable quarterly in arrears within thirty (30) days of the end of each calendar quarter, with the fee first accruing upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quarter.;

Incentive Fee. The Adviser shall receive Incentive Fee is divided into two parts: (1) a subordinated incentive fee on income and (2) an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows:on capital gains. (i) Investment Income Fee. The Adviser shall receive an subordinated incentive fee on income is earned on pre-incentive fee net investment income fee (the “Investment Income Fee”) equal to 20% of the amount of the Pre-Incentive Fee Investment Net Income for the quarter that exceeds a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assets. “Net Managed Assets” shall mean total assets less indebtedness of the Company. “Pre-Incentive Fee Net Investment Income” shall mean interest income, dividend income, and any other income (including accrued income that the Company has not yet received in cash, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, and consulting fees or other fees that the Company is entitled to receive from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for such quarter (including the Base Management Fee, expenses payable pursuant to Section 11 below, any interest expense, any tax expense, and dividends paid on issued and outstanding preferred stock, if any, but excluding the Incentive Fee payable hereunder). The Investment Income Fee shall be calculated determined and payable quarterly in arrears within thirty (30) days as of the end of each calendar quarter, with the fee first accruing upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect effect. In the case of a liquidation or if this Agreement is terminated, the fee will also become payable as of the effective date of the event. For purposes of calculating the subordinated incentive fee on income, (A) “pre-incentive fee net investment income” is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Management Fee, expenses payable under any Administrative Services Agreements, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding (x) incentive fees and (y) any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation, (B) “cumulative net increase in net assets resulting from operations” is defined as the sum of the pre-incentive fee net investment income, management fees payable with respect to the periods prior to November 14, 2017, realized gains and losses and unrealized appreciation and depreciation, and (C) “look-back period” is defined as the most recently completed quarter and the eleven (11) preceding calendar quarters. The subordinated incentive fee on income for each quarter will be calculated as follows: – no subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed the preferred return rate to shareholders of 1.75% (7.00% annualized) (the “preferred return”) of average net assets; – 100% of pre-incentive fee net investment income, if any, that exceeds the preferred return, but is less than or equal to 2.1875% in any quarter (8.75% annualized), will be payable to the Adviser (the “catch up provision”), which is intended to provide the Adviser with an incentive fee of 20% on all of the pre-incentive fee net investment income when the pre-incentive fee net investment income reaches 2.1875% in any quarter (8.75% annualized) of average net assets; and – for any quarter in which pre-incentive fee net investment income exceeds 2.1875% (8.75% annualized) of average net assets, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income; provided that the subordinated incentive fee on income for the current quarter will not exceed (A) the sum for each calendar quarter of the look-back period of (a) (x) 20.0% of the cumulative net increase in net assets resulting from operations for such quarter less (y) the subordinated incentive fee on income paid or accrued by the Company for such quarter (in the event case of termination (y) only, not including for the current quarter for which the subordinated incentive fee on income is being calculated), divided by (b) the weighted average number of shares of common stock of the Agreement Company outstanding during any such calendar quarter, multiplied by (B) the weighted average number of shares of common stock of the Company outstanding during the calendar quarter for which the subordinated incentive fee on income is being calculated. (ii) The incentive fee on capital gains will be earned on liquidated investments and shall be determined and payable in arrears as of the end of each calendar year during which this Agreement is in effect. In the case of a liquidation, or if this Agreement is terminated, the fee will also become payable as of the effective date of such event. The fee is equal to 20% of realized capital gains, less the aggregate amount of any previously paid incentive fees on such capital gains. The incentive fee on capital gains is equal to realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows: (i) Pre-Incentive Fee Net Investment Income FeeComponent. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% of the amount of One part will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Net Income for the quarter that exceeds a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assets. “Net Managed Assets” shall mean total assets less indebtedness of the Companyquarter. “Pre-Incentive Fee Net Investment Income” shall mean means interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other and fees that the Company is entitled to receive from portfolio companiesfor providing significant managerial assistance) accrued earned during the calendar quarter, minus the Company’s operating expenses for such the quarter (including the Base Management Fee, expenses payable pursuant to Section 11 below, Fee and any interest expense, any tax expense, expense and dividends paid on any issued and outstanding preferred stock, if any, but excluding the Incentive Fee). Pre-Incentive Fee payable hereunderNet Investment Income includes, in the case of investments with a deferred interest feature (such as market discount, debt instruments with payment-in-kind interest, preferred stock with payment-in-kind dividends and zero coupon securities), accrued income that we have not yet received in cash. The Investment Adviser is not under any obligation to reimburse us for any part of the Incentive Fee it received that was based on accrued income that we never received as a result of a default by an entity on the obligation that resulted in the accrual of such income. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized and unrealized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized) (the “Hurdle Rate”). The Company will pay the Investment Adviser an Incentive Fee with respect to the Corporation’s Pre-Incentive Fee Net Investment Income Fee shall be calculated and payable quarterly in arrears within thirty (30) days of the end of each calendar quarter, with the fee first accruing upon the first anniversary of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quarter.as follows:

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, parts as follows: (i) Investment Income Fee. The Adviser shall receive an a. Under the investment income fee component (the “Investment Income Incentive Fee”) equal ), the Fund shall pay the Adviser each quarter in arrears an incentive fee with respect to 20% of the amount of the Pre-Incentive Fee Net Investment Net Income for the quarter that exceeds a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assets. “Net Managed Assets” shall mean total assets less indebtedness Fund or each class of Shares of the CompanyFund (to the extent that the Fund offers multiple classes of Shares) (“Class”). For this purpose, “Pre-Incentive Fee Net Investment Income” shall mean means (a) interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, exit/success, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees, but excluding fees or other fees that the Company is entitled to receive from portfolio companiesfor providing managerial assistance) accrued during the calendar quarterquarter (or, if applicable, a Class’s allocable share of such income), minus (b) the CompanyFund’s operating expenses for such the quarter (including the Base Management Fee, expenses payable pursuant to Section 11 belowunder the Administration Agreement, any interest expense, any tax expense, and expense and/or dividends paid on any issued and outstanding debt or preferred stock, but excluding organizational and offering expenses, the Incentive Fee and any distribution and/or shareholder servicing fee) (or, if applicable, a Class’s allocable share of such operating expenses) after giving application to any reimbursement or recoupment under any expense limitation agreement or similar agreement to which the Fund may be a party, as may be amended from time to time. Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero-coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized or unrealized capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Fund’s or Class’s, as applicable, net assets at the end of the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2% (8% annualized) of the Fund’s or Class’s, as applicable, net assets at the end of such quarter and subject to a “catch up” feature. The Fund shall pay the Adviser an Income Incentive Fee with respect to the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Income Incentive Fee in any calendar quarter in which the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 2% of the Fund’s or Class’s, as applicable, net assets at the end of the immediately preceding calendar quarter; (2) 100% of the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but excluding is less than 2.5% of the Incentive Fee payable hereunder). The Investment Income Fee shall be calculated and payable quarterly in arrears within thirty (30) days of Fund’s or Class’s, as applicable, net assets at the end of each the immediately preceding calendar quarter, with the fee first accruing upon the first anniversary quarter (10% annualized); and (3) 20% of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis amount of the number of calendar days in the first quarter the fee accrues Fund’s or the calendar quarter during which this Agreement is in effect in the event of termination Class’s, as applicable, Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% of the Agreement during any Fund’s or Class’s, as applicable, net assets at the end of the immediately preceding calendar quarter.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% of the amount of be payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Net Income of the Fund for the quarter that exceeds immediately preceding calendar quarter, subject to a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assets“hurdle” and a “catch up” feature. “Net Managed Assets” shall mean total assets less indebtedness of the Company. For this purpose, “Pre-Incentive Fee Net Investment Income” shall mean means (a) interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive from portfolio companiesfees) accrued during the calendar quarter, minus (b) the CompanyFund’s operating expenses for such the quarter (including the Base Management Fee, expenses payable pursuant to Section 11 belowunder the Administration Agreement, and any interest expense, any tax expense, and expense and/or dividends paid on any issued and outstanding debt or preferred stock, but excluding organizational and offering expenses and the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized or unrealized capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% (8.00% annualized) of the Fund’s net asset value per quarter. The Fund shall pay the Adviser an Incentive Fee with respect to the Fund’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income does not exceed 2.00% of the Fund’s net asset value; (2) 100% of the Fund’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but excluding is less than (a) 2.1277% of the Fund’s net asset value in any calendar quarter in which the Fund’s net assets are less than $350 million or (b) 2.1141% of the Fund’s net asset value in any calendar quarter in which the Fund’s net assets equal or exceed $350 million; and (3) either (a) 6.00% of the amount of the Fund’s Pre-Incentive Fee payable hereunder). The Net Investment Income Fee shall be calculated and payable quarterly in arrears within thirty (30) days Income, if any, that exceeds 2.1277% of the end of each Fund’s net asset value in any calendar quarter, with quarter in which the fee first accruing upon the first anniversary Fund’s net assets are less than $350 million or (b) 5.40% of the Commencement of Operations. The Investment Income Fee calculation shall be adjusted appropriately on the basis amount of the number Fund’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.1141% of calendar days the Fund’s net asset value in the first quarter the fee accrues or the any calendar quarter during in which this Agreement is in effect in the event of termination of the Agreement during any calendar quarterFund’s net assets equal or exceed $350 million.

Incentive Fee. The Adviser Advisor shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser Advisor shall receive an investment income fee (the “Investment Income Fee”) equal to 2015% of the amount excess, if any, of the Pre-Incentive Fee Company’s Net Investment Net Income for the quarter that exceeds over a quarterly hurdle rate equal to 2.02% (8% annualized) of ), multiplied, in either case, by the Company’s Net Managed AssetsAssets at the end of the quarter. “Net Managed Assets” shall mean total assets means the Managed Assets less indebtedness of the Company. “Pre-Incentive Fee Net Investment Income” shall mean means interest income, dividend income, and any other income (including accrued income that the Company has not yet received in cash, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, and consulting fees or other fees that the Company is entitled to receive from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for such quarter (including the Base Management Fee, expenses payable pursuant to Section 11 below, any interest expense, any tax expense, and dividends paid on issued and outstanding preferred stock, if any, but excluding the Incentive Fee payable hereunder). Net Investment Income also includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest, and zero coupon securities), accrued income that the Company has not yet received in cash. Net Investment Income does not include any realized capital gains, realized capital losses, or unrealized capital appreciation or depreciation. The Investment Income Fee shall be calculated and payable quarterly in arrears within thirty fifteen (3015) days of the end of each calendar quarter, with the fee first accruing upon from the first anniversary of the day the Company receives the proceeds from its initial offering of common shares (the “Commencement of Operations”). The Investment Income Fee calculation shall be adjusted appropriately on the basis of the number of calendar days in the first quarter the fee accrues or the calendar quarter during which this the Agreement is in effect in the event of termination of the Agreement during any calendar quarter.

Incentive Fee. The Adviser shall receive an incentive fee (the “Incentive Fee”). The Incentive Fee shall consist of two parts, as follows: (i) Investment Income Fee. The Adviser shall receive an investment income fee (the “Investment Income Fee”) equal to 20% of the amount of be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Net Income of the Company for the quarter that exceeds a quarterly hurdle rate equal to 2.0% (8% annualized) of the Company’s Net Managed Assetsimmediately preceding calendar quarter. “Net Managed Assets” shall mean total assets less indebtedness of the Company. For this purpose, “Pre-Incentive Fee Net Investment Income” shall mean means interest income, dividend income, income and any other income (including accrued income that the Company has not yet received in cashany other fees, any fees such as commitment, origination, syndication, structuring, diligence, monitoring, diligence and consulting fees or other fees that the Company is entitled to receive receives from portfolio companiesan investment) accrued during the calendar quarter, minus the Company’s operating expenses for such the quarter (including the Base Management Fee, expenses payable pursuant to Section 11 below, under the Administration Agreement (if in effect) and any interest expense, any tax expense, and expense and/or dividends paid on any issued and outstanding preferred stock, if anydebt or Preferred Interests, but excluding the Incentive Fee payable hereunderFee). The Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee shall be calculated and payable quarterly in arrears within thirty (30) days Net Investment Income does not include any realized or unrealized capital gains or realized or unrealized losses. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of each the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 2.00% per quarter. The Company shall pay the Adviser an Incentive Fee with respect to the fee first accruing upon Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the first anniversary Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 100% of the Commencement of Operations. The Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee calculation shall be adjusted appropriately on Net Investment Income, if any, that exceeds the basis hurdle rate of the number of calendar days 2.00% but is less than 2.35294% in the first quarter the fee accrues or the calendar quarter during which this Agreement is in effect in the event of termination of the Agreement during any calendar quarter; and (3) 15% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.35294% in any calendar quarter. The portion of such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) will be paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct.