Common use of Incentive Fee Clause in Contracts

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

Incentive Fee. The Incentive Fee shall incentive fee will consist of two parts—an components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and an incentive fee a portion is based on a percentage of the Fund’s capital gains, each as followsdescribed below. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s aggregate income is based on Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the Returns. “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, distribution dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during accrued for the relevant calendar quarter(s) quarter (including the Base Management Feemanagement fee, expenses payable under the Administration Agreement Agreement, and any interest expense or fees on any credit facilities or outstanding debt and distributions dividends paid on any issued and outstanding debt or preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees and the Incentive Feefees). Pre-Incentive Fee Net Investment Income includesReturns include, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with paymentpay-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes Returns, expressed as a rate of return on the value of the Income Fee. Fund’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (iii) 5.0% annualized). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be as follows: • no incentive fee based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee Returns in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does Returns do not exceed the Hurdle Amount in respect hurdle rate of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 1.25%; • 100% of the dollar amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters Returns with respect to that portion of such Pre-Incentive Fee Net Investment IncomeIncome Returns, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal a rate of return of 1.43% (5.72% annualized). This is referred to an amount as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “Catchcatch-Up Amountup”) determined on a quarterly basis by multiplying 2.0588; and • 12.5% by of the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital LossReturns, if any, in respect that exceed a rate of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect return of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between 1.43% (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period5.72% annualized).

Incentive Fee. The Incentive Fee shall incentive fee will consist of two parts—an components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and an incentive fee a portion is based on a percentage of the Fund’s capital gains, each as followsdescribed below. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s aggregate income is based on Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the Returns. “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, distribution dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during accrued for the relevant calendar quarter(s) quarter (including the Base Management Feemanagement fee, expenses payable under the Administration Agreement Agreement, and any interest expense or fees on any credit facilities or outstanding debt and distributions dividends paid on any issued and outstanding debt or preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees and the Incentive Feefees). Pre-Incentive Fee Net Investment Income includesReturns include, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with paymentpay-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing the Fund’s Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or total return swaps as if the Fund owned the reference referenced assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes Returns, expressed as a rate of return on the value of the Income Fee. Fund’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (iii) 5.0% annualized). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be as follows: • no incentive fee based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee Returns in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does Returns do not exceed the Hurdle Amount in respect hurdle rate of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 1.25%; • 100% of the dollar amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount Income hurdle rate but is less than or equal a rate of return of 1.43% (5.72% annualized). This is referred to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s as Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and Returns (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value hurdle rate but is less than 1.43%) as the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.catch-up”; and

Incentive Fee. The Incentive Fee shall consist of will be divided into two parts—: (1) an incentive fee based on income income, and (2) an incentive fee based on capital gains, as follows. (i) The . Each part of the Incentive Fee based is outlined below. The first part, the incentive fee on income (the “Income Fee”) income, will be calculated and payable quarterly in arrears based upon the Company’s “pre-incentive fee net investment income” for the immediately preceding quarter. 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 Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect beginning of the current most recently completed calendar quarter and the eleven preceding calendar quarters quarter, of 1.75% (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case7.0% annualized), the subject to a “Trailing Twelve Quarters”). (ii) catch up” feature. For purposes of calculating the Income Feethis purpose, Pre“pre-Incentive Fee Net Investment Income incentive fee net investment income” means the Fund’s interest income, distribution dividend income and any other income (including any other fees, other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the FundCompany’s operating expenses incurred during for the relevant calendar quarter(s) quarter (including the Base Management Feebase management fee, expenses payable reimbursed to the Company’s administrator under the Administration Agreement administration agreement and any interest expense and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding any distribution or shareholder servicing fees and the Incentive Feeincentive fee). Pre-Incentive Fee Net Investment Income incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Incomethis fee, the calculation methodology adjusted capital will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect mean cumulative gross proceeds generated from issuances of the reference assets of Company’s common stock (including the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the FundCompany’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend distribution reinvestment plan) reduced for distributions to investors that represent a return of capital and distributions during amounts paid for share repurchases pursuant to the applicable calendar quarterCompany’s share repurchase program. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect The calculation of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid incentive fee on income for each quarter is as follows: • No incentive fee on income is payable to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income does not exceed the Hurdle Amount in respect preferred return rate of 1.75% (the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal “hurdle rate”). • 100% of the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Incomeincentive fee net investment income, if any, that exceeds the Hurdle Amount hurdle rate, but is less than or equal to an amount 2.1875% in any calendar quarter (8.75% annualized) is payable to the Adviser. This portion of the Company’s pre-incentive fee net investment income is referred to as the “Catchcatch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. up.” The Catch“catch-Up Amount up” provision is intended to provide the Adviser with an incentive fee of 1520.0% on all of the FundCompany’s Prepre-Incentive Fee Net Investment Income incentive fee net investment income when the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income incentive fee net investment income reaches 2.1875% in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15quarter. • 20.0% of the amount of the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized) is payable to the CatchAdviser once the hurdle rate is reached and the catch-Up Amountup 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 months (3) months. The second part of the incentive fee, the incentive fee on capital gains, will be an incentive fee on capital gains earned on liquidated investments from the portfolio and adjusted for any share issuances will be determined and payable in arrears as of the end of each calendar year (or repurchases by upon termination of the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”investment advisory agreement). The Incentive Fee Cap in respect of any calendar quarter is an amount This fee will equal to 15% twenty percent (20%) of the Cumulative Pre-Incentive Fee Net Return (Company’s realized capital gains on a cumulative basis from inception, calculated as defined below) during of the relevant Trailing Twelve Quarters end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate Income Fees that were amount of any previously paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such periodgain incentive fees.

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

Incentive Fee. The Incentive Fee shall will consist of two parts—an incentive fee components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on a percentage of the Fund’s income and an incentive fee a portion is based on a percentage of the Fund’s capital gains, each as followsdescribed below. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s aggregate income is based on Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the Returns. “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during accrued for the relevant calendar quarter(s) quarter (including the Base Management Fee, expenses payable under the Administration Agreement Agreement, and any interest expense or fees on any credit facilities or outstanding debt and distributions dividends paid on any issued and outstanding debt or preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees and the Incentive Feefees). Pre-Incentive Fee Net Investment Income includesReturns include, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with paymentpay-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes Returns, expressed as a rate of return on the value of the Income Fee. Fund’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (iii) 5.0% annualized). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be as follows: • no incentive fee based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee Returns in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does Returns do not exceed the Hurdle Amount in respect hurdle rate of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 1.25% per quarter; • 100% of the dollar amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters Returns with respect to that portion of such Pre-Incentive Fee Net Investment IncomeIncome Returns, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal a rate of return of 1.43% (5.72% annualized). This is referred to an amount as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “Catchcatch-Up Amountup”) determined on a quarterly basis by multiplying 2.0588; and • 12.5% by of the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect Returns, if any, that exceed a rate of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect return of the relevant Trailing Twelve Quarters; and 1.43% (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 155.72% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amountannualized). These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current relevant quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Incentive Fee shall incentive fee will consist of two parts—an components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and an incentive fee a portion is based on a percentage of the Fund’s capital gains, each as followsdescribed below. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s aggregate income is based on Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the Returns. “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, distribution dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during accrued for the relevant calendar quarter(s) quarter (including the Base Management Feemanagement fee, expenses payable under the Administration Agreement Agreement, and any interest expense or fees on any credit facilities or outstanding debt and distributions dividends paid on any issued and outstanding debt or preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees and the Incentive Feefees). Pre-Incentive Fee Net Investment Income includesReturns include, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with paymentpay-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing the Fund’s Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference referenced assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes Returns, expressed as a rate of return on the value of the Income Fee. Fund’s net assets at the end of the immediately preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (iii) 5% annualized). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be as follows: • no incentive fee based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee Returns in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does Returns do not exceed the Hurdle Amount in respect hurdle rate of the relevant Trailing Twelve Quarters; 1.25% per quarter (ii) The Income Fee shall equal 5% annualized); • 100% of the dollar amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal a rate of return of 1.43% (5.72% annualized). This is referred to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s as Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and Returns (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value hurdle rate but is less than 1.43%) as the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.catch-up”; and

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

Incentive Fee. The Incentive Fee shall will consist of two parts—an incentive fee components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on a percentage of the Company’s income and an incentive fee a portion is based on a percentage of the Company’s capital gains, each as followsdescribed below. (i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The part portion of the Incentive Fee based on the Company’s income (the “Income Fee”) will be calculated and payable quarterly in arrears is based on the Fund’s aggregate “pre-incentive fee net investment income.” “Pre-Incentive Fee Net Investment Income in respect incentive fee net investment income” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the current calendar quarter and Company’s net assets in accordance with GAAP at the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any end of the Fund’s first eleven calendar quarters) (in either caseimmediately preceding quarter from, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s interest income, distribution dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the FundCompany’s operating expenses incurred during accrued for the relevant calendar quarter(s) quarter (including the Base Management Fee, expenses payable under the Administration Agreement Agreement, and any interest expense or fees on any credit facilities or outstanding debt and distributions dividends paid on any issued and outstanding debt or preferred sharesstock, but excluding the Incentive Fee and any distribution or shareholder stockholder servicing fees and the Incentive Feefees). Pre-Incentive Fee Net Investment Income includesincentive fee net investment income returns include, in the case of investments with a deferred interest feature (such as market discount, or original issue discount, debt instruments investments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does incentive fee net investment income returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes The impact of computing expense support payments and recoupments are also excluded from pre-incentive fee net investment income returns. Pre-Incentive Fee Net Investment Incomeincentive fee net investment income returns, expressed as a rate of return on the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect value of the reference Company’s net assets at the end of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be immediately preceding quarter, is compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75return of 1.25% per quarter (7.005.0% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters). The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund Company will pay the Income Advisor an Incentive Fee quarterly in arrears with respect of to the Company’s pre-incentive fee net investment income in each calendar quarter as follows: (i) : • No Income Incentive Fee based on pre-incentive fee net investment income in any calendar quarter in which the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income does not exceed the Hurdle Amount in respect hurdle rate of the relevant Trailing Twelve Quarters; 1.25% per quarter (ii) The Income Fee shall equal 5.0% annualized). • 100% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect dollar amount of the relevant Trailing Twelve Quarters Company’s pre-incentive fee net investment income with respect to that portion of such Prepre-Incentive Fee Net Investment Incomeincentive fee net investment income, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal a rate of return of 1.43% (5.72% annualized). This portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.43 %) is referred to an amount (as the “Catchcatch-Up Amountup”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15and • 12.5% of the dollar amount of the FundCompany’s aggregate Prepre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income, if any, that exceeds the Catch-Up Amounta rate of return of 1.43% (5.72% annualized). These calculations The fees that are payable under this Agreement for any partial period will be appropriately pro-rated for any period of less than three months prorated and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Incentive Fee shall will consist of two parts—an incentive fee components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on a percentage of the Company’s income and an incentive fee a portion is based on a percentage of the Company’s capital gains, each as followsdescribed below. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears Pre-Incentive Fee Net Investment Income. The portion based on the FundCompany’s aggregate income is based on Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the Returns. “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means Returns” means, as the Fundcontext requires, either the dollar value of, or percentage rate of return on the value of the Company’s net assets at the end of the immediate preceding quarter from, interest income, distribution dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the FundCompany’s operating expenses incurred during accrued for the relevant calendar quarter(s) quarter (including the Base Management Fee, expenses payable under the Administration Agreement Agreement, and any interest expense or fees on any credit facilities or outstanding debt and distributions dividends paid on any issued and outstanding debt or preferred shares, but excluding the Incentive Fee and any distribution or shareholder servicing fees and the Incentive Feefees). Pre-Incentive Fee Net Investment Income includesReturns include, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with paymentpay-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes Returns, expressed as a rate of return on the value of the Income Fee. Company’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.5% per quarter (iii6.0% annualized) (the “Hurdle Rate”). The Company will pay the Adviser an incentive fee quarterly in arrears with respect to the Company’s Pre-Incentive Fee Net Investment Income Returns in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be as follows: • no incentive fee based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee Returns in any calendar quarter in which the FundCompany’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does Returns do not exceed the Hurdle Amount in respect Rate of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 1.5%; • 100% of the Funddollar amount of the Company’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters Returns with respect to that portion of such Pre-Incentive Fee Net Investment IncomeIncome Returns, if any, that exceeds the Hurdle Amount Rate but is less than or equal a rate of return of 1.7143% (6.8571% annualized). This is referred to an amount as Pre-Incentive Fee Net Investment Income Returns (which exceed the Hurdle Rate but are less than 1.7143%) that constitute the “Catchcatch-Up Amountup”) determined on a quarterly basis by multiplying 2.0588; and • 12.5% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Funddollar amount of the Company’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital LossReturns, if any, in respect that exceed a rate of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect return of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between 1.7143% (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period6.8571% annualized).

Incentive Fee. The Incentive Fee shall will consist of two parts—an incentive fee components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on a percentage of the Fund’s income and an incentive fee a portion is based on a percentage of the Fund’s capital gains, each as followsdescribed below. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s aggregate income is based on Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the Returns. “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during accrued for the relevant calendar quarter(s) quarter (including the Base Management Fee, expenses payable under the Administration Agreement Agreement, and any interest expense or fees on any credit facilities or outstanding debt and distributions dividends paid on any issued and outstanding debt or preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees and the Incentive Feefees). Pre-Incentive Fee Net Investment Income includesReturns include, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with paymentpay-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes Returns, expressed as a rate of return on the value of the Income Fee. Fund’s net assets at the end of the immediately preceding quarter, is compared to a “hurdle rate” of return of 1.500% per quarter (iii) 6.000% annualized). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be as follows: • no incentive fee based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee Returns in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does Returns do not exceed the Hurdle Amount in respect hurdle rate of the relevant Trailing Twelve Quarters; 1.500% per quarter (ii) The Income Fee shall equal 6.000% annualized); • 100% of the dollar amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters Returns with respect to that portion of such Pre-Incentive Fee Net Investment IncomeIncome Returns, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal a rate of return of 1.667% (6.667% annualized). This is referred to an amount (as the “Catchcatch-Up Amountup”) determined on a quarterly basis by multiplying 2.0588; and • 10% by of the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect Returns, if any, that exceed a rate of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect return of the relevant Trailing Twelve Quarters; and 1.667% (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 156.667% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amountannualized). These calculations will be appropriately pro-rated are prorated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Incentive Fee shall incentive fee will consist of two parts—an components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and an incentive fee a portion is based on a percentage of the Fund’s capital gains, each as followsdescribed below. (iA) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s aggregate income is based on Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the Returns. “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, distribution dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during accrued for the relevant calendar quarter(s) quarter (including the Base Management Fee, expenses payable under the Administration Agreement management fee and any interest expense or fees on any credit facilities or outstanding debt and distributions dividends paid on any issued and outstanding debt or preferred shares, but excluding the incentive fee and any distribution or shareholder and/or stockholder servicing fees and the Incentive Feefees). Pre-Incentive Fee Net Investment Income includesReturns include, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes Returns, expressed as a rate of return on the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum value of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect end of the relevant Trailing Twelve Quarters exceeds immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters5.0% annualized). The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee Investment Adviser an incentive fee quarterly in respect of each calendar quarter as follows: (i) No Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Amount in respect of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters arrears with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income Returns in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any each calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.follows:

Incentive Fee. The Incentive Fee shall incentive fee will consist of two parts—an components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and an incentive fee a portion is based on a percentage of the Fund’s realized capital gains, as follows. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s aggregate income is based on Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the Returns. “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, distribution dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during accrued for the relevant calendar quarter(s) quarter (including the Base Management Feemanagement fee, expenses payable under the Administration Agreement Agreement, and any interest expense or fees on any credit facilities or outstanding debt and distributions dividends paid on any issued and outstanding debt or preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees and the Incentive Feeand/or distribution fees). Pre-Incentive Fee Net Investment Income includesReturns include, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with paymentpay-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes Returns, expressed as a rate of return on the value of the Income Fee. Fund’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (iii) 5.0% annualized). The Fund will pay the Manager an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be as follows: · no incentive fee based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee Returns in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does Returns do not exceed the Hurdle Amount in respect hurdle rate of the relevant Trailing Twelve Quarters; 1.25% per quarter (ii) The Income Fee shall equal 5.0% annualized); · 100% of the dollar amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters Returns with respect to that portion of such Pre-Incentive Fee Net Investment IncomeIncome Returns, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal a rate of return of 1.43% (5.72% annualized). This is referred to an amount as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “Catchcatch-Up Amountup”) determined on a quarterly basis by multiplying 2.0588; and · 12.5% by of the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital LossReturns, if any, in respect that exceed a rate of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect return of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between 1.43% (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period5.72% annualized).

Incentive Fee. The Incentive Fee shall will consist of two parts—an incentive fee components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on a percentage of the Fund’s income and an incentive fee a portion is based on a percentage of the Fund’s capital gains, each as followsdescribed below. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s aggregate income is based on Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the Returns. “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during accrued for the relevant calendar quarter(s) quarter (including the Base Management Fee, expenses payable under the Administration Agreement Agreement, and any interest expense or fees on any credit facilities or outstanding debt and distributions dividends paid on any issued and outstanding debt or preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees and the Incentive Feefees). Pre-Incentive Fee Net Investment Income includesReturns include, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with paymentpay-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes Returns, expressed as a rate of return on the value of the Income Fee. Fund’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (iii) 5.0% annualized). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be as follows: • no incentive fee based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee Returns in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does Returns do not exceed the Hurdle Amount in respect hurdle rate of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 1.25%; • 100% of the dollar amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters Returns with respect to that portion of such Pre-Incentive Fee Net Investment IncomeIncome Returns, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal a rate of return of 1.43% (5.72% annualized). This is referred to an amount as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “Catchcatch-Up Amountup”) determined on a quarterly basis by multiplying 2.0588; and • 12.5% by of the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital LossReturns, if any, in respect that exceed a rate of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect return of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between 1.43% (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period5.72% annualized).

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

Incentive Fee. The Incentive Fee shall incentive fee will consist of two parts—an components that are independent of each other, with the result that one component may be payable even if the 11 other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and an incentive fee a portion is based on a percentage of the Fund’s capital gains, each as followsdescribed below. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s aggregate income is based on Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the Returns. “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, distribution dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during accrued for the relevant calendar quarter(s) quarter (including the Base Management Feemanagement fee, expenses payable under the Administration Agreement Agreement, and any interest expense or fees on any credit facilities or outstanding debt and distributions dividends paid on any issued and outstanding debt or preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees and the Incentive Feefees). Pre-Incentive Fee Net Investment Income includesReturns include, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with paymentpay-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing the Fund’s Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or total return swaps as if the Fund owned the reference referenced assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes Returns, expressed as a rate of return on the value of the Income Fee. Fund’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (iii) 5.0% annualized). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be as follows: • no incentive fee based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No Income Fee Returns in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does Returns do not exceed the Hurdle Amount in respect hurdle rate of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 1.25%; • 100% of the dollar amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount Income hurdle rate but is less than or equal a rate of return of 1.43% (5.72% 12 annualized). This is referred to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s as Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and Returns (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value hurdle rate but is less than 1.43%) as the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period catch-up”; and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.•

Incentive Fee. The Incentive Fee shall will consist of two parts—an incentive fee components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on a percentage of the Fund’s income and an incentive fee a portion is based on a percentage of the Fund’s capital gains, each as followsdescribed below. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s aggregate income is based on Pre-Incentive Fee Net Investment Income in respect of the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any of the Fund’s first eleven calendar quarters) (in either case, the Returns. “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, distribution dividend income and any other income (including any other fees fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s operating expenses incurred during accrued for the relevant calendar quarter(s) quarter (including the Base Management Fee, expenses payable under the Administration Agreement Agreement, and any interest expense or fees on any credit facilities or outstanding debt and distributions dividends paid on any issued and outstanding debt or preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees and the Incentive Feefees). Pre-Incentive Fee Net Investment Income includesReturns include, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with paymentpay-in-kind (“PIK”) interest, preferred shares with PIK dividends interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes The impact of computing Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, net interest income, if any, associated with a derivative financial instrument or swap (which represents the difference between (i) the interest income expense support payments and fees received in respect of the reference assets of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of recoupments are also excluded from Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Returns. Pre-Incentive Fee Net Investment Income in respect Returns, expressed as a rate of return on the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.75% per quarter (7.00% annualized) and (ii) the sum value of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning end of each applicable calendar the immediately preceding quarter, is compared to a “hurdle rate” of return of 1.500% per quarter comprising the relevant Trailing Twelve Quarters(6.000% annualized). The Hurdle Amount Fund will be calculated after making appropriate adjustments pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income Returns in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee in respect of each calendar quarter as follows: (i) No : • no incentive fee based on Pre-Incentive Fee Net Investment Income Fee Returns in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters does Returns do not exceed the Hurdle Amount in respect hurdle rate of the relevant Trailing Twelve Quarters; 1.500% per quarter (ii) The Income Fee shall equal 6.000% annualized); • 100% of the dollar amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters Returns with respect to that portion of such Pre-Incentive Fee Net Investment IncomeIncome Returns, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal a rate of return of 1.710% (6.860% annualized). This is referred to an amount (as the “Catchcatch-Up Amountup”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

Incentive Fee. The Incentive Fee shall incentive fee will consist of two parts—an components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund's income and an incentive fee a portion is based on a percentage of the Fund's capital gains, each as followsdescribed below. (i) The part of the Incentive Fee based on income (the “Income Fee”) will be calculated and payable quarterly in arrears based on the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect Income. The portion based on the Fund's income is based on "pre-incentive fee net investment income." "Pre-incentive fee net investment income" means, as the context requires, either the dollar value of, or percentage rate of return on the current calendar quarter and the eleven preceding calendar quarters (or the appropriate portion thereof in the case of any value of the Fund’s first eleven calendar quarters) ('s net assets in either caseaccordance with GAAP at the end of the immediately preceding quarter from, the “Trailing Twelve Quarters”). (ii) For purposes of calculating the Income Fee, Pre-Incentive Fee Net Investment Income means the Fund’s interest income, distribution dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies but excluding fees for providing managerial assistancecompanies) accrued during the relevant calendar quarter(s)quarter, minus the Fund’s 's operating expenses incurred during accrued for the relevant calendar quarter(s) quarter (including the Base Management Feemanagement fee, expenses payable under the Administration Agreement Agreement, and any interest expense or fees on any credit facilities or outstanding debt and distributions dividends paid on any issued and outstanding debt or preferred shares, but excluding any distribution or shareholder servicing fees and the Incentive Feeincentive fee). Pre-Incentive Fee Net Investment Income incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, or original issue discount, debt instruments with payment-in-kind (“PIK”) interest, preferred shares stock with PIK payment-in-kind dividends and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes The impact of computing expense support payments and recoupments are also excluded from pre-incentive fee net investment income. Pre-Incentive Fee Net Investment Income, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Therefore, incentive fee net interest investment income, if any, associated with expressed as a derivative financial instrument or swap (which represents rate of return on the difference between (i) the interest income and fees received in respect value of the reference Fund's net assets at the end of the derivative financial instrument or swap and (ii) the interest expense or financing charges paid by the Fund to the derivative or swap counterparty) will be included in the calculation of Pre-Incentive Fee Net Investment Income for purposes of the Income Fee. (iii) Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters will be immediately preceding quarter, is compared to a “Hurdle Amount” equal to the product of (i) the “"hurdle rate” " of 1.75return of 1.25% per quarter (7.005.0% annualized) and (ii) the sum of the Fund’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters). The Hurdle Amount will be calculated after making appropriate adjustments to the Fund’s net asset value at the beginning of each applicable calendar quarter for Fund subscriptions (which shall include all issuances by the Fund of its common shares, including issuances pursuant to its dividend reinvestment plan) and distributions during the applicable calendar quarter. Subject to Section 3(b)( v), the Income Fee will be based on the amount by which (x) the aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds (y) the Hurdle Amount in respect of the relevant Trailing Twelve Quarters. The Income Fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the Income Fee as calculated pursuant to this Section 3(b) less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. (iv) The Fund will pay the Income Fee Adviser an incentive fee quarterly in arrears with respect of to the Fund's pre-incentive fee net investment income in each calendar quarter as follows: (i) No Income Fee : • no incentive fee based on pre-incentive fee net investment income in any calendar quarter in which the Fund’s aggregate Pre's pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters incentive fee net investment income does not exceed the Hurdle Amount in respect hurdle rate of the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 1.25%; • 100% of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect dollar amount of the relevant Trailing Twelve Quarters Fund's pre-incentive fee net investment income with respect to that portion of such Prepre-Incentive Fee Net Investment Incomeincentive fee net investment income, if any, that exceeds the Hurdle Amount hurdle rate but is less than or equal to an amount a rate of return of 1.4286% (5.714% annualized). This portion of the “Catchpre-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and net investment income (iii) For any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income Fee shall equal 15% of the amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income in respect of the relevant Trailing Twelve Quarters that exceeds the Catch-Up Amount. These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Fund during the current quarter. (v) The Income Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate Income Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Fund shall pay no Income Fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value hurdle rate but is less than 1.4286%) is referred to as the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the Income Fee calculated in accordance with Section 3(b)(iv) above, the Fund shall pay the Adviser the Income Fee in respect of such quarter. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period."catch-up"; and