Agreements and Related Party Transactions

9 Months Ended

Sep. 30, 2025

Related Party Transactions [Abstract]

Agreements and Related Party Transactions

Agreements and Related Party Transactions

Administration Agreement

On the BDC Election Date, the Company entered into the Administration Agreement with the Administrator, which was approved by the Board at its organizational meeting on August 19, 2025. Under the terms of the Administration Agreement, the Administrator is responsible for providing the Company with clerical, bookkeeping, recordkeeping and other administrative services. The Company will pay the Administrator the allocable portion of overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including the allocable portion of the cost of it's Chief Financial Officer and Chief Compliance Officer and their respective staff. State Street Bank and Trust Company provides the Company with certain fund administration and bookkeeping services pursuant to a sub-administration agreement (the “Sub-Administration Agreement”) with the Administrator.

No person who is an officer, director or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for such services as a director. However, the Company reimburses the Adviser (or its affiliates) for the allocable portion of the costs of compensation, benefits, and related administrative expenses of its officers who provide operational and administrative services to us pursuant to the Administration Agreement, their respective staff and other professionals who provide services to us (including, in each case, employees of the Adviser or an affiliate). Such reimbursable amounts include the allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s Chief Financial Officer and other professionals who provide operational and administrative services to the Company pursuant to the Administration Agreement, including individuals who provide “back office” or “middle office” financial, operational, legal and/or compliance services to the Company. The Company reimburses the Adviser (or its affiliates) for the allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company and in acting

on behalf of the Company. The Company may also reimburse the Adviser or its affiliates for the allocable portion of overhead expenses (including rent, office equipment and utilities) attributable thereto. Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.

For the three and nine months ended September 30, 2025, the Company incurred less than $0.1 million for administrative services payable to the Administrator under the terms of the Administration Agreement, which is included in other general and administrative expenses in the Consolidated Statements of Operations. No administrative expenses were incurred by the Ramp Vehicle from Inception through September 30, 2024.

Investment Advisory Agreement

On the BDC Election Date, the Company entered into the Investment Advisory Agreement with the Adviser, which was approved by the Board at its organizational meeting on August 19, 2025. Under the terms of the Investment Advisory Agreement, the Adviser provides investment advisory services to the Company. The Adviser’s services under the Investment Advisory Agreement are not exclusive, and the Adviser is free to furnish similar or other services to others so long as its services to the Company are not impaired. Under the terms of the Investment Advisory Agreement, the Company pays the Adviser a base management fee (the “Management Fee”) and may also pay an incentive fee based on income and an incentive fee based on capital gains (collectively, the “Incentive Fee”).

On September 5, 2025, the Adviser entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Rithm Capital Corporation and certain of its affiliates (“Rithm”), pursuant to which Rithm will acquire the Adviser and certain of its affiliated entities (the “Transaction”). Following the closing of the Transaction, the Adviser will be owned by Rithm, subject to certain profit sharing and earnout arrangements with the Adviser’s senior employees. Although the ownership of the Adviser will change as a result of the Transaction, there are expected to be no changes to the investment advisory services performed by the Adviser for the Company as a result of the Transaction. The Adviser’s current management team is expected to continue to determine the investment strategies and policies of the Adviser following the consummation of the Transaction. In addition, the Company’s investment objective, investment strategies, and investment portfolio are not expected to change as a result of the Transaction.

Pursuant to Section 15 of the 1940 Act, the Transaction will be deemed to result in a change of control of the Adviser, resulting in the termination of the Investment Advisory Agreement in accordance with its terms. In anticipation of the automatic termination of the Investment Advisory Agreement upon the closing of the Transaction, the Board, including a majority of the directors who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company (the "Independent Directors"), voted to approve a new investment advisory agreement (the "New Investment Advisory Agreement") by and between the Company and the Adviser, subject to shareholder approval. The New Investment Advisory Agreement is identical to the current Investment Advisory Agreement, including with respect to the Management Fee and Incentive Fee payable by the Company to the Adviser, except that the initial term will begin upon the execution of the New Investment Advisory Agreement. Subject to approval by the Company's shareholders, the New Investment Advisory Agreement will take effect upon the closing of the Transaction, which is expected to close in the fourth quarter of 2025.

The closing of the Transaction is subject to the satisfaction or waiver of various conditions, as set forth in the Purchase Agreement, including obtaining specified regulatory approvals and attaining certain advisory client consent thresholds. The Company held a special meeting of Shareholders on November 21, 2025, at which time the shareholders approved the New Investment Advisory Agreement.

Management Fee

The Management Fee shall be calculated at a rate based on the value of the most recently published net asset value and payable quarterly in arrears at the rates set forth below:

Base Management Fee	Net Assets as of Most Recently Completed Quarter
0.1125% (1.35% annualized)	Less than or equal to $150.0 million
0.0917% (1.10% annualized)	Greater than $150.0 million but less than or equal to $300.0 million
0.0823% (0.9875% annualized)	Greater than $300.0 million but less than or equal to $500.0 million
0.0710% (0.85% annualized)	Greater than $500.0 million

For the initial period of operations from the BDC Election Date through the end of the fiscal quarter ended September 30, 2025, the Management Fee will be calculated based on the net asset value of the Ramp Vehicle as of the BDC Election Date.

For the three and nine months ended September 30, 2025, Management Fees were $0.3 million. Management Fees for September 30, 2025 were calculated at an annual rate of 0.9875% and appropriately pro-rated for the partial period.

Incentive Fee

The Incentive Fee consists of two parts that are independent of each other, with the result that one component may be payable even if the other is not, as follows:

(i)The first component, payable at the end of each quarter in arrears, equals 12.5% of the Company's Pre-Incentive Fee Net Investment Income for each calendar quarter, subject to a 5.0% annualized hurdle rate, with a catch-up.

Pre-Incentive Fee Net Investment Income means interest income, 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 we receive from portfolio companies) accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and distributions paid on any issued and outstanding debt or preferred shares, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pre-Incentive Fee Net Investment Income will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.25% per quarter (5% annualized) and (ii) the Company’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 immediately preceding calendar quarter.

The Incentive Fee is payable quarterly in arrears with respect to Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:

•No incentive fee based on Pre-Incentive Fee Net Investment Income in any calendar quarter in which Pre-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 our Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This portion of Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than 1.43%) is referred to as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 12.5% of Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply if this net investment income exceeds 1.43% in any calendar quarter; and

•12.5% of the dollar amount of Pre-Incentive Fee Net Investment Income, if any, that exceed a rate of return of 1.43% (5.72% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Adviser.

(ii)The second component, payable at the end of each fiscal year in arrears, equals 12.5% of cumulative realized capital gains from the inception of the Company to the end of such fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain Incentive Fee for prior periods (the “Capital Gains Fee”).

For purposes of determining whether Pre-Incentive Fee Net Investment Income exceeds the hurdle rate, Pre-Incentive Fee Net Investment Income is expressed as a rate of return on the average daily hurdle calculation value throughout the immediately preceding calendar quarter.

Section 205(b)(3) of the Investment Advisers Act of 1940, as amended, prohibits the Adviser from receiving the payment of fees on unrealized gains until those gains are realized, if ever. There can be no assurance that such unrealized gains will be realized in the future.

For the three and nine months ended September 30, 2025, Incentive Fees on net investment income were $0.3 million. For the three and nine months ended September 30, 2025 Incentive Fees on capital gains were $0.1 million. As of September 30, 2025, the Capital Gains Fees accrued are not contractually payable to the Adviser.

Expense Support Agreement

On the BDC Election Date, the Company entered into an expense support and reimbursement agreement (the “Expense Support Agreement”) with the Adviser. Subject to the terms of the Expense Support Agreement, the Adviser will fund certain expenses, including the organizational and offering cost, incurred by the Company (each such payment, an "Expense Payment"). The Adviser is eligible to be reimbursed by the Company for such Expense Payments (a “Reimbursement Payment”). The amount of any Expense Payment by the Adviser shall be determined based on whether the Company’s expenses during a given fiscal quarter exceed an expense cap (the “Annual Expense Cap”) calculated based on the Company’s net asset value ("NAV"). If the Company’s expenses during a given fiscal quarter exceed the applicable Annual Expense Cap, the Adviser will make an Expense Payment equal to the difference between the Annual Expense Cap and the Company’s incurred expenses. The amount of any Expense Payment by the Adviser, and our obligation to make a Reimbursement Payment, is determined by whether the Company exceeds an annual expense cap equal to a percentage of NAV (the “Annual Expense Cap”).

Expense Cap	NAV
0.5% (2.00% annualized)	Less than or equal to $150.0 million
0.4375% (1.75% annualized)	Greater than $150.0 million but less than or equal to $200.0 million
0.375% (1.50% annualized)	Greater than $200.0 million but less than or equal to $250.0 million
0.3375% (1.35% annualized)	Greater than$250.0 million but less than or equal to $300.0 million
0.3125% (1.25% annualized)	Greater than $300.0 million but less than or equal to $350.0 million
0.2875% (1.15% annualized)	Greater than $350.0 million but less than or equal to $400.0 million
0.2500% (1.00% annualized)	Greater than $400.0 million

The Company shall make such Reimbursement Payments, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of the applicable calendar month in which such Reimbursement Payment obligation is accrued.

For the three and nine months ended September 30, 2025, the Company recorded $1.3 million of expense support in the Consolidated Statement of Operations.