Common use of Incentive Fee Clause in Contracts

Incentive Fee. The incentive fee will consist of two 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 a portion is based on a percentage of the Fund’s capital gains, each as described below. (i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income 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, 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) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income 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 total return swaps as if the Fund owned the referenced assets directly. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the 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 (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 each calendar quarter as follows: • no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%; • 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and

Incentive Fee. The incentive fee will consist of two 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 a portion is based on a percentage of the Fund’s capital gains, each as described below. (i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income 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, 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) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income 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 total return swaps as if the Fund owned the referenced assets directly. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the 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 (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 each calendar quarter as follows: • no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%; • 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; andand • 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).

Incentive Fee. The incentive fee will Incentive Fee shall consist of two 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 parts—an incentive fee is based on a percentage of the Fund’s income and a portion is an incentive fee based on a percentage of the Fund’s capital gains, each as described belowfollows. (i) The part of the Incentive Fee based on Pre-Incentive Fee Net Investment Income. The portion income (the “Income Fee”) will be calculated and payable quarterly in arrears based on the Fund’s income is based on aggregate Pre-Incentive Fee Net Investment Income Returns. 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 Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of means the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend distribution 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 companiescompanies but excluding fees for providing managerial assistance) accrued during the relevant calendar quarterquarter(s), minus the Fund’s operating expenses accrued for incurred during the quarter relevant calendar quarter(s) (including the management feeBase Management Fee, expenses payable under the Administration Agreement, Agreement and any interest expense or fees on any credit facilities or outstanding debt and dividends distributions paid on any issued and outstanding debt or preferred shares, but excluding the incentive fee and any distribution or shareholder servicing feesfees and the Incentive Fee). Pre-Incentive Fee Net Investment Income Returns includeincludes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with paypayment-in-kind interest (“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 Returns do does 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 total return derivative financial instruments or swaps as if the Fund owned the referenced 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 Returns, expressed as a rate of return on the value for purposes of the 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 Income Fee. (5.0% annualized). The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to the Fund’s iii) 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 as follows: • no incentive fee 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 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 Income Fee in any calendar quarter in which the Fund’s aggregate Pre-Incentive Fee Net Investment Income Returns do in respect of the relevant Trailing Twelve Quarters does not exceed the hurdle rate Hurdle Amount in respect of 1.25%; • the relevant Trailing Twelve Quarters; (ii) The Income Fee shall equal 100% of the dollar amount of the Fund’s aggregate Pre-Incentive Fee Net Investment Income Returns in respect of the relevant Trailing Twelve Quarters with respect to that portion of such Pre-Incentive Fee Net Investment Income hurdle rate Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a rate quarterly basis by multiplying 2.0588% by the Fund’s net asset value at the beginning of return 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 1.4315% (5.72% annualized). This is referred to as on all of the Fund’s Pre-Incentive Fee Net Investment Income Returns 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 hurdle rate 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 1.43%the Income Fee calculated in accordance with Section 3(b)(iv) as 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. “catch-up”; andNet 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 will Incentive Fee shall consist of two components that are independent of each otherparts: (1) a subordinated incentive fee on income, with the result that one component may be payable even if the other is notand (2) an incentive fee on capital gains. A portion Each part of the incentive fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described outlined below. (i) The first part of the Incentive Fee Fee, referred to as the subordinated incentive fee on Pre-Incentive Fee Net Investment Income. The portion income, will be calculated and payable quarterly in arrears based on the FundCompany’s pre-incentive fee net investment income is based for the immediately preceding quarter. The payment of the subordinated incentive fee on Preincome will be subject to pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” meansincentive fee net investment income for the previous quarter, expressed as the context requires, either the dollar value of, or percentage a quarterly rate of return on adjusted capital at the value beginning of the Fund’s most recently completed calendar quarter, exceeding 1.875% (7.5% annualized), subject to a “catch up” feature (as described below). For this purpose, pre-incentive fee net assets at the end of the immediate preceding quarter from, investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies) accrued during the calendar quarter, minus the FundCompany’s operating expenses accrued for the quarter (including the management feeBase Management Fee, Administrative Services expenses and the expenses payable under the Administration Agreement, any other administration or similar agreement and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred sharesstock, but excluding the incentive fee and any distribution or shareholder servicing feesIncentive Fee). Pre-Incentive Fee Net Investment Income Returns includeincentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, discount debt instruments with paypayment-in-kind interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do 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 the Fund’s Pre-Incentive Fee Net Investment Incomethis calculation, the calculation methodology will look through total return swaps as if the Fund owned the referenced assets directly. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value adjusted capital means cumulative gross proceeds generated from sales of the FundCommon Shares (including proceeds from the Company’s net assets at distribution reinvestment plan) reduced for non-liquidating distributions, other than distributions of profits, paid to the end Company’s stockholders and amounts paid for share repurchases pursuant to the Company’s share repurchase program. The calculation of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized). The Fund will pay the Adviser an subordinated incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in on income for each calendar quarter is as follows: • no · No subordinated incentive fee based on Pre-Incentive Fee Net Investment Income Returns income shall be payable to the Adviser in any calendar quarter in which the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns do incentive fee net investment income does not exceed the hurdle rate of 1.25%1.875% (or 7.5% annualized) on adjusted capital; • · 100% of the dollar amount of the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns with respect to incentive fee net investment income, if any, that portion of such Pre-Incentive Fee Net Investment Income hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%or equal to 2.34375% in any calendar quarter (9.375% annualized) shall be payable to the Adviser. This portion of the subordinated incentive fee on income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 20.0% on all of the Company’s pre-incentive fee net investment income as if the hurdle rate did not apply when the pre-incentive fee net investment income exceeds 2.34375% (9.375% annualized) in any calendar quarter; and · For any quarter in which the Company’s pre-incentive fee net investment income exceeds 2.34375% (9.375% annualized), the subordinated incentive fee on income shall equal 20.0% of the amount of the Company’s pre-incentive fee net investment income, as the hurdle rate and catch-up”; andup will have been achieved. (ii) The second part of the Incentive Fee, referred to as the incentive fee on capital gains, shall be an incentive fee on realized capital gains earned on liquidated investments from the portfolio of the Company and shall be determined and payable in arrears as of the end of each calendar year (or upon termination of the Agreement). This fee shall equal (a) 20.0% of the Company’s incentive fee capital gains, which shall equal the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less (b) the aggregate amount of any previously paid capital gain incentive fees.

Incentive Fee. The incentive fee will consist of two components that are independent of each other, with the result that one component may Incentive Fee shall be payable even if quarterly in arrears based on the other is not. A portion Pre-Incentive Fee Net Investment Income of the incentive fee is Fund or each class of Shares of the Fund (to the extent that the Fund offers multiple classes of Shares) (“Class”), based on such Class’s net asset value relative to the Fund as a percentage of whole, for the Fund’s income immediately preceding calendar quarter, subject to a “hurdle” and a portion is based on a percentage of the Fund’s capital gains“catch up” feature. For this purpose, each as described below. (i) Incentive Fee on “Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income 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, means (a) interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companiesfees) accrued during the calendar quarterquarter (or, if applicable, a Class’s allocable share of such income), minus (b) the Fund’s operating expenses accrued for the quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and and/or dividends paid on any issued and outstanding debt or preferred sharesstock and, if applicable, any fees payable for distribution and/or shareholder servicing agreements, but excluding organizational and offering expenses and the incentive fee Incentive Fee) (or, if applicable, a Class’s allocable share of such operating expenses) after giving application to any reimbursement or recoupment under any expense limitation agreement to which the Fund may be a party, as may be amended from time to time (the “Expense Limitation and any distribution or shareholder servicing feesReimbursement Agreement”). Pre-Incentive Fee Net Investment Income Returns includeincludes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with paypayment-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do does not include any realized capital gains, realized capital losses or unrealized capital appreciation gains or depreciationrealized or unrealized losses. For purposes of computing the Fund’s Pre-Incentive Fee Net Investment Income, the calculation methodology will look through total return swaps as if the Fund owned the referenced assets directly. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s or Class’s, as applicable, net assets at the end of the immediate immediately preceding calendar quarter, is shall be compared to a “hurdle rate” of return of 1.252.00% per quarter (5.08.00% annualized)) of the Fund’s or Class’s, as applicable, net asset value per quarter. The Fund will shall pay the Adviser an incentive fee quarterly in arrears Incentive Fee with respect to the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • (1) no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income Returns do does not exceed 2.00% of the hurdle rate of 1.25%Fund’s net asset value; • (2) 100% of the dollar amount of the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which Income, if any, that exceeds the hurdle rate but is less than 1.43%2.50% of the Fund’s net asset value in any calendar quarter; and (3) 20% of the amount of the Fund’s or Class’s, as applicable, Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.50% of the “catch-up”; andFund’s net asset value in any calendar quarter.

Incentive Fee. The incentive fee Incentive Fee will consist of two 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 Incentive Fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below. (i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income 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, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income 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 total return swaps as if the Fund owned the referenced assets directly. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the 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 (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 each calendar quarter as follows: • no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%% per quarter; • 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; andand • 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized). 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 relevant quarter.

Incentive Fee. The incentive fee will Incentive Fee shall consist of two components that are independent of each otherparts, 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 a portion is based on a percentage of the Fund’s capital gains, each as described below.follows: (i) The first part of the Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion (the “Income Based Fee”) shall be calculated and payable quarterly in arrears based on the FundCompany’s pre-incentive fee net investment income for the calendar quarter. For purposes of this Agreement, pre-incentive fee net investment income for any given calendar quarter is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, calculated as (A) the context requires, either the dollar value of, or percentage rate sum of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies, but excluding fees for providing managerial assistance) accrued by the Company during the calendar quarter, minus (B) the FundCompany’s operating expenses accrued for the such quarter (including the management feeBase Management Fee, any expenses payable under the Administration Agreement, Agreement and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred sharesstock, but excluding the incentive fee and any distribution or shareholder servicing feesIncentive Fee). Pre-Incentive Fee Net Investment Income Returns incentive fee net investment income shall include, in the case of investments with a deferred interest feature (such as original issue market discount, debt instruments with paypayment in kind interest, preferred stock with payment in kind dividends and zero-in-kind interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. The Advisor is not under any obligation to reimburse the Company for any part of the incentive fee it received that was based on accrued interest that the Company never actually receives. Pre-Incentive Fee Net Investment Income Returns do incentive fee net investment income shall not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing In calculating the Fund’s Pre-Incentive Income Based Fee Net Investment Incomefor any given calendar quarter, the calculation methodology will look through total return swaps as if the Fund owned the referenced assets directly. PreCompany’s pre-Incentive Fee Net Investment Income Returnsincentive fee net investment income, expressed as a rate of return on the value 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 end of the immediate immediately preceding quartercalendar quarter (the “Rate of Return”), is shall be compared to a “hurdle rate” rate of return of 1.251.50% per quarter (5.0% annualizedthe “Hurdle Rate”). The Fund will Company shall pay the Adviser Advisor an incentive fee quarterly in arrears Income Based Fee with respect to the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns incentive fee net investment income in each calendar quarter as follows: • : (A) no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Prepre-Incentive Fee Net Investment Income Returns do incentive fee net investment income does not exceed the hurdle rate Hurdle Rate of 1.25%; • 1.50% (6% annually); (B) 100% of the dollar amount of the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns incentive fee net investment income with respect to that portion of such Prepre-Incentive Fee Net Investment Income hurdle rate incentive fee net investment income, if any, that exceeds the Hurdle Rate but is less than a rate 1.76% in any calendar quarter prior to an Exchange Listing or less than 1.88% in any calendar quarter following an Exchange Listing; and (C) prior to an Exchange Listing, 15% of return the amount of 1.43pre-incentive fee net investment income, if any, that exceeds 1.76% in any calendar quarter, or following an Exchange Listing, 20% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.88% in any calendar quarter. (5.72% annualized). This is referred to as Pre-ii) The second part of the Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but “Capital Gains Fee”) shall be calculated and payable in arrears at the end of each fiscal year (or, upon termination of this Agreement pursuant to Section 10, as of the termination date) based on the Company’s net capital gains. For purposes of this Agreement, net capital gains are calculated by subtracting (A) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (B) the Company’s cumulative aggregate realized capital gains. If such amount is positive at the end of the relevant calendar year, then the Capital Gains Fee for such year shall be equal to 15% of such amount, less than 1.43%the aggregate amount of Capital Gains Fees paid in all prior years. If such amount is negative, then there shall be no Capital Gains Fee for such year. If this Agreement shall terminate as of a date that is not a calendar-year end, the termination date shall be treated as though it were a calendar-year end for purposes of calculating and paying a Capital Gains Fee. Any Capital Gains Fee for any partial year shall be prorated based on the number of days in such year. For purposes of this Agreement: (A) cumulative aggregate realized capital gains are calculated as the “catch-up”sum of the differences, if positive, between (1) the net sales price of each investment in the Company’s portfolio when sold and (2) the original cost of such investment; (B) cumulative aggregate realized capital losses are calculated as the absolute value of the sum of the differences, if negative, between (1) the net sales price of each investment in the Company’s portfolio when sold and (2) the original cost of such investment; and (C) aggregate unrealized capital depreciation is calculated as the absolute value of the sum of the differences, if negative, between (1) the valuation of each investment in the Company’s portfolio as of the end of the applicable calculation date and (2) the original cost of such investment.

Incentive Fee. The incentive fee will consist of two 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 a portion is based on a percentage of the Fund’s capital gains, each as described below. (i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income 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, 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) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income 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 total return derivative financial instruments or swaps as if the Fund owned the referenced assets directly. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediate immediately preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.05% 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 each calendar quarter as follows: • no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%% per quarter (5% annualized); • 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Income, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and

Incentive Fee. The incentive fee Incentive Fee will consist of two 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 Incentive Fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below. (i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income 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, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income 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 total return swaps as if the Fund owned the referenced assets directly. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediate immediately preceding quarter, is compared to a “hurdle rate” of return of 1.251.500% per quarter (5.06.000% 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 each calendar quarter as follows: • no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%1.500% per quarter (6.000% annualized); • 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.431.667% (5.726.667% annualized). This is referred to as the “catch-up”; and • 10% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns Returns, if any, that exceed a rate of return of 1.667% (which exceeds the hurdle rate but is 6.667% annualized). These calculations are prorated for any period of less than 1.43%) as three months and adjusted for any share issuances or repurchases during the “catch-up”; andrelevant quarter.

Incentive Fee. The incentive fee will consist of two 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 a portion is based on a percentage of the Fund’s capital gains, each as described below. (iA) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income 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, 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) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, fee and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder and/or stockholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with paypayment-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income 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 total return swaps as if the Fund owned the referenced assets directly. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the 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 (5.0% annualized). The Fund will pay the Investment Adviser an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%; • 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and:

Incentive Fee. The incentive fee will consist of two 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 a portion is based on a percentage of the Fund’s realized capital gains, each as described below. (i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income 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, 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) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing and/or distribution fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income 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 total return swaps as if the Fund owned the referenced assets directly. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the 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 (5.0% annualized). The Fund will pay the Adviser Manager an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • · no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%% per quarter (5.0% annualized); • · 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; andand · 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).

Incentive Fee. The incentive fee Incentive Fee will consist of two 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 Incentive Fee is based on a percentage of the FundCompany’s income and a portion is based on a percentage of the FundCompany’s capital gains, each as described below. (i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion of the Incentive Fee based on the FundCompany’s income is based on Pre“pre-Incentive Fee Net Investment Income Returns. incentive fee net investment income.” “Pre-Incentive Fee Net Investment Income Returnsincentive fee net investment income” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the FundCompany’s net assets in accordance with GAAP at the end of the immediate immediately preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies) accrued during the calendar quarter, minus the FundCompany’s operating expenses accrued for the quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred sharesstock, but excluding the incentive fee Incentive Fee and any distribution or shareholder stockholder servicing fees). Pre-Incentive Fee Net Investment Income Returns incentive fee net investment income returns include, in the case of investments with a deferred interest feature (such as market or original issue discount, debt instruments investments with paypayment-in-kind interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns 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 the Fund’s Preexpense support payments and recoupments are also excluded from pre-Incentive Fee Net Investment Income, the calculation methodology will look through total return swaps as if the Fund owned the referenced assets directlyincentive fee net investment income returns. Pre-Incentive Fee Net Investment Income Returnsincentive fee net investment income returns, expressed as a rate of return on the value of the FundCompany’s net assets at the end of the immediate immediately preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized). The Fund Company will pay the Adviser Advisor an incentive fee Incentive Fee quarterly in arrears with respect to the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns incentive fee net investment income in each calendar quarter as follows: • no No Incentive Fee based on pre-incentive fee based on Pre-Incentive Fee Net Investment Income Returns net investment income in any calendar quarter in which the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns do incentive fee net investment income does not exceed the hurdle rate of 1.25%; % per quarter (5.0% annualized). • 100% of the dollar amount of the FundCompany’s Prepre-Incentive Fee Net Investment Income Returns incentive fee net investment income with respect to that portion of such Prepre-Incentive Fee Net Investment Income incentive fee net investment income, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Preportion of the pre-Incentive Fee Net Investment Income Returns incentive fee net investment income (which exceeds the hurdle rate but is less than 1.431.43 %) is referred to as the “catch-up”; andand • 12.5% of the dollar amount of the Company’s pre-incentive fee net investment income, if any, that exceeds a rate of return of 1.43% (5.72% annualized). The fees that are payable under this Agreement for any partial period will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant quarter.

Incentive Fee. The incentive fee will consist of two 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 a portion is based on a percentage of the Fund’s capital gains, each as described below. (i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income 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, 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) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income 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 total return swaps as if the Fund owned the referenced assets directly. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the 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 (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 each calendar quarter as follows: • no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%; • 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income hurdle rate but is less than a rate of return of 1.43% (5.72% 12 annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; andand •

Incentive Fee. The incentive fee will consist of two 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 a portion is based on a percentage of the Fund’s capital gains, each as described below. (i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income 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, 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) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management fee, fees and expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing and/or distribution fees). Shareholders may be charged a fee on an income amount that is higher than the income shareholders may ultimately receive. Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind PIK interest and zero zero-coupon securities), accrued income that the Fund has not yet been received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gainsincome from investments in the common equity of an affiliated fund (such a fund, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing when applicable, an “Underlying Fund”) to the extent the affiliated fund is charging an incentive fee on income during the applicable quarter, and the Fund’s net assets attributable to investments in such Underlying Funds that are charging an incentive fee on income during the applicable quarter are excluded from the Fund’s net assets for purposes of calculating the Fund’s incentive fee. Pre-Incentive Fee Net Investment IncomeIncome Returns do include income received by the Fund or, without duplication, the calculation methodology will look through total return swaps as if ratable portion of net income attributable to the Fund owned from (i) investments in the referenced assets directlycommon equity of Underlying Funds that during the applicable quarter did not charge an incentive fee on income and (ii) equity investments in portfolio companies controlled by the Fund. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets less the value of any amounts invested in the common equity of any Underlying Fund at the end of the immediate immediately preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.05% annualized). The Fund will pay the Adviser an income based incentive fee quarterly in arrears with respect to the Fund’s our Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • no No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%% per quarter (5% annualized); • 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% per quarter (5.72% annualized). This is referred to as portion of the Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%% per quarter) is referred to as the “catch-up”; andand • 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% per quarter (5.72% annualized). The fees that are payable under this Agreement for any partial period will be appropriately prorated.

Incentive Fee. The incentive fee Incentive Fee will consist of two 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 Incentive Fee is based on a percentage of the FundCompany’s income and a portion is based on a percentage of the FundCompany’s capital gains, each as described below. (i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the FundCompany’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the FundCompany’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund Company receives from portfolio companies) accrued during the calendar quarter, minus the FundCompany’s operating expenses accrued for the quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee Incentive Fee and any distribution or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund Company has not yet received in cash. Pre-Incentive Fee Net Investment Income 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 total return swaps as if the Fund owned the referenced assets directly. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the FundCompany’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.251.5% per quarter (5.06.0% annualized) (the “Hurdle Rate”). The Fund Company will pay the Adviser an incentive fee quarterly in arrears with respect to the FundCompany’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the FundCompany’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate Hurdle Rate of 1.251.5%; • 100% of the dollar amount of the FundCompany’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income hurdle rate Returns, if any, that exceeds the Hurdle Rate but is less than a rate of return of 1.431.7143% (5.726.8571% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds exceed the hurdle rate Hurdle Rate but is are less than 1.431.7143%) as that constitute the “catch-up”; andand • 12.5% of the dollar amount of the Company’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.7143% (6.8571% annualized).

Incentive Fee. The incentive fee Incentive Fee will consist of two 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 Incentive Fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below. (i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income 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, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income 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 total return swaps as if the Fund owned the referenced assets directly. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the 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 (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 each calendar quarter as follows: • no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%; • 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; andand • 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).

Incentive Fee. The incentive fee Incentive Fee will consist of two 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 Incentive Fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below. (i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income 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, dividend income and any other income (including any other fees (other than fees for providing managerial assistance)fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management feeBase Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-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 the Fund’s expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income, the calculation methodology will look through total return swaps as if the Fund owned the referenced assets directlyIncome Returns. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediate immediately preceding quarter, is compared to a “hurdle rate” of return of 1.251.500% per quarter (5.06.000% 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 each calendar quarter as follows: • no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%1.500% per quarter (6.000% annualized); • 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.431.710% (5.726.860% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and