Related Party Transactions

3 Months Ended

Mar. 31, 2026

Note 4—Related Party Transactions

Investment Advisory Agreement

The Manulife Transaction resulted in the automatic termination of the Company’s prior investment management agreement with the Investment Adviser (the “Prior Investment Advisory Agreement”) under the 1940 Act. Prior thereto, on August 27, 2025, the Board approved a new investment management agreement between the Company and the Investment Adviser (the “Investment Advisory Agreement”), subject to shareholder approval which became effective upon the closing of the Manulife Transaction. All material terms remain unchanged from the Prior Investment Advisory Agreement to the Investment Advisory Agreement, including the management and incentive fees payable by the Company.

The Company pays the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of an annual base management fee (“Management Fee”) and an incentive management fee (the “Incentive Fee”), each payable quarterly.

Management Fee

During the Investment Period (as defined in the Investment Advisory Agreement), the Management Fee will be calculated at an annual rate of 1.00% with respect to the Company’s Adjusted Average Assets Invested (defined below) in respect of the relevant quarterly period, in the manner set forth in the table below. During the Investment Period, “Adjusted Average Assets Invested” shall mean (a) the average of the sum of the Company’s (i) Drawn Capital Commitments and (ii) the aggregate dollar amount of distributions issued to stockholders in-kind pursuant to the Company’s dividend reinvestment plan (“DRIP”) as of the latest declaration date of any such distribution, excluding any amounts of such distribution received in cash by stockholders that have opted out of the DRIP, and (iii) outstanding principal on borrowings, in the case of clause (i) and clause (iii), as of the last business day of each month included in the relevant quarterly period less (b) the sum of the Company’s (iv) cumulative net unrealized losses, if any, and (v) cumulative net realized losses, if any, in the case of clause (iv) and clause (v), as of the last business day of the relevant quarter. The Investment Period is subject to automatic extensions for additional one-year periods, unless the majority of stockholders elect to forego any such extension. The Investment Period has been automatically extended until August 6, 2026. For the avoidance of doubt, the quarterly Management Fees payable to the Investment Adviser are specifically set forth below.

After the Investment Period, the Management Fee will be calculated at an annual rate of 1.00% with respect to the Company’s Adjusted Average Assets Invested, except that after the Investment Period, “Adjusted Average Assets Invested” shall mean (a) the fair value of the Company’s investments, as of the last business day of each month included in the relevant quarterly period less (b) the sum of the Company’s cumulative net realized and unrealized losses, if any, as of the last business day of the relevant quarter.

Any Management Fees payable pursuant to the Investment Advisory Agreement will be calculated based on the Company’s Adjusted Average Assets Invested in respect of the most recently completed calendar quarter. Management Fees for any partial quarter will be appropriately prorated. For the avoidance of doubt, the quarterly Management Fees payable to the Investment Adviser shall be calculated based on the lower of the actual Adjusted Average Assets Invested as of the end of any quarter and the target Adjusted Average Assets Invested for that quarter, as specifically set forth in the table below:

The table set forth below shows the following quarterly fee percentages shall be payable with respect to the Company’s Target Adjusted Average Assets through the end of the Investment Period:


Quarter Ending	Quarter		Target Adjusted Average Assets Invested ($ in millions) 1		Quarterly Management Fee Percentage			Quarterly Dollar Amount ($ in millions) 2
September 30, 2021		1	$	80		1	%	$	0.20
December 31, 2021		2	$	160		1	%	$	0.40
March 31, 2022		3	$	240		1	%	$	0.60
June 30, 2022		4	$	320		1	%	$	0.80
September 30, 2022		5	$	400		1	%	$	1.00
December 31, 2022		6	$	480		1	%	$	1.20
March 31, 2023		7	$	560		1	%	$	1.40
June 30, 2023		8	$	640		1	%	$	1.60
September 30, 2023		9	$	650		1	%	$	1.63
December 31, 2023		10	$	650		1	%	$	1.63
March 31, 2024		11	$	726		1	%	$	1.82
June 30, 2024		12	$	740		1	%	$	1.85
September 30, 2024		13	$	751		1	%	$	1.88
December 31, 2024		14	$	754		1	%	$	1.88
March 31, 2025		15	$	756		1	%	$	1.89
June 30, 2025		16	$	758		1	%	$	1.90
September 30, 2025	17		$	760		1	%	$	1.90
December 31, 2025	18		$	762		1	%	$	1.90
March 31, 2026	19 and beyond3		$	764		1	%	$	1.91

(1)

The Management Fee paid at the end of any quarter shall be calculated based on the lower of the actual Adjusted Average Assets Invested in respect of the quarter and the target Adjusted Average Assets Invested for that quarter. The target Adjusted Average Assets have been increased to include amounts from the DRIP not received in cash and will continue to increase beyond the period provided for in the schedule above.

(2)

Reflects dollar amount of Management Fees payable for the applicable quarter based on the Company’s target Adjusted Average Assets Invested as of the end of such quarter.

(3)

Target Adjusted Average Assets Invested increases each quarter to include reinvested dividends from the DRIP.

For the three months ended March 31, 2026 and March 31, 2025, the Company incurred $1.58 million and $1.59 million, respectively, in Management Fees under the Investment Advisory Agreement. As of March 31, 2026 and December 31, 2025, the payables related to the Management Fees were $1.66 million and $1.68 million, respectively.

There were no management fee waivers for the three months ended March 31, 2026 and March 31, 2025.

Incentive Fee

If, as of the last day of the relevant quarter, the Company’s Total Return (as defined below) in respect of the relevant Measurement Period (as defined below) equals or exceeds the “Hurdle Amount” (as defined below), which represents an annualized total return of 7.25%, the Investment Adviser will be paid an Incentive Fee calculated at an annual rate of 0.25% (0.0625% per quarter) with respect to the Company’s Incentive Fee Average Assets Invested (as defined below) on a cumulative basis for the Measurement Period less the aggregate amount of any previously paid Incentive Fees with respect to the Measurement Period.

If, as of the last day of the relevant quarter, the Company’s Total Return in respect of the relevant Measurement Period is less than the Hurdle Amount, the Investment Adviser shall not receive the Incentive Fee in respect of the relevant quarter.

“Total Return” means the sum of the Company’s net investment income with legal and other expenses incurred in connection with the Company’s formation and organization and the offering of its Shares (amortized ratably over a three-year period for the purposes of this calculation) in respect of the relevant Measurement Period and the Company’s realized and unrealized capital gains less realized and unrealized capital losses in respect of the relevant Measurement Period.

For the avoidance of doubt, the Total Return calculation will not take into account the deduction of the 0.25% Incentive Fee but will take into account the deduction of the 1.00% Management Fee during the Investment Period and the 1.00% Management Fee after the Investment Period.

“Hurdle Amount” means 7.25% times the average of the “Drawn Capital Commitments” (as defined below) and the aggregate dollar amount of distributions issued to stockholders in-kind pursuant to the Company’s DRIP, less return of capital distributions for each quarter during the Measurement Period, (i) multiplied by the number of quarters in the Measurement Period, and (ii) divided by (4) four.

“Drawn Capital Commitments” means the simple average of the drawn Capital Commitments as of the last business day of each month included in the relevant quarterly period.

“Measurement Period” means the period from the Inception Date through the end of the most recently completed calendar quarter.

“Incentive Fee Average Assets Invested” during the Investment Period means (a) the average of the sum of the Company’s (i) Drawn Capital Commitments and (ii) the aggregate dollar amount of distributions issued to stockholders in-kind pursuant to the Company’s DRIP as of the latest declaration date of any such distribution, excluding any amounts of such distribution received in cash by stockholders that have opted out of the DRIP, and (iii) outstanding principal on borrowings, in the case of clause (i) and (iii), as of the last business day of each month included in the Measurement Period less (b) the Company’s net realized and unrealized losses, if any. After the Investment Period, Incentive Fee Average Assets Invested means (a) the fair value of the Company’s investments, as of the last business day of each month included in the relevant quarterly period less (b) the sum of the Company’s cumulative net realized and unrealized losses, if any, as of the last business day of the relevant quarter.

For the three months ended March 31, 2026 and March 31, 2025, the Company incurred $0.00 million and $0.4 million, respectively, in incentive fees under the Investment Advisory Agreement.

There were no incentive fee waivers for the three months ended March 31, 2026 and March 31, 2025.

Administration Agreement

The Company has entered into an administration agreement (the “Administration Agreement”) with Commonwealth Credit Advisors LLC, a Delaware limited liability company (in such capacity, the “Administrator”), under which the Administrator provides administrative services for the Company, including arranging office facilities for the Company and providing office equipment and clerical, bookkeeping and recordkeeping services at such facilities. Under the Administration Agreement, the Administrator also performs, or oversees the performance of, the Company’s required administrative services, which includes being responsible for the financial records which the Company is required to maintain and preparing reports to the Company's stockholders and reports filed with the SEC and providing the services of the Company’s chief financial officer and their staff. In addition, the Administrator will assist the Company in determining and in publishing the Company's net asset value, overseeing the preparation and filing of tax returns and the preparation and dissemination of reports to the Company’s stockholders, and generally overseeing the payment of the Company's expenses and the performance of administrative and professional services rendered to the Company by others. The Administrator may also provide on the Company’s behalf managerial assistance to the Company’s portfolio companies.

The Administrator has hired a third-party sub-administrator (the “Sub-Administrator”) to assist with the provision of administration services. For the three months ended March 31, 2026 and March 31, 2025, the Company incurred $0.08 million and $0.08 million, respectively, in administrative service fees under the Administration Agreement, payable to the Sub-Administrator. Administration service fees are included in other general and administrative expenses on the Statements of Operations.

Management Consulting Services

Operating Advisory Group, LLC (“OAG”), is a consulting firm who provides services relating to portfolio companies of the Company. For the three months ended March 31, 2026 and March 31, 2025, OAG charged the Company $83,876 and $0, respectively, for restructuring consulting and due diligence services relating to Company portfolio companies. In addition, OAG charged the portfolio companies of the Company $0 and $0, respectively, for diligence expenses, which were paid by the portfolio companies. OAG is also reimbursed for out-of-pocket costs in connection with its services.

Co-Investment Relief

The 1940 Act generally prohibits BDCs from entering into negotiated co-investments with affiliates absent an order from the SEC. On May 6, 2026, the SEC granted certain affiliates of Manulife an exemptive order (the “Co-Investment Order”), that allows the Company to enter into certain negotiated co-investment transactions alongside other funds managed by the Investment Adviser or its affiliates in a manner consistent with its investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the conditions of the Co-Investment Order. The Co-Investment Order, which

supersedes the prior co-investment order issued to certain affiliates of Manulife on December 12, 2023, is a new form of co-investment exemptive relief that adopts a more flexible requirement that allocations be “fair and equitable” to the Company and that the Investment Adviser considers the interests of the Company and any other affiliated 1940 Act-regulated funds that rely on the Co-Investment Order in allocations and which minimizes certain board approval requirements as compared to the prior form of co-investment exemptive relief. Among other things, under the Co-Investment Order, the terms, conditions, price, class of securities to be purchased in respect of a particular investment, the date on which such investment is to be made and any registration rights applicable thereto, must be generally the same for the Company and each other participating affiliated entity. The requirements of the Co-Investment Order (including any requirements for board approval thereunder), as well as other regulatory requirements associated with the Company and any other affiliated 1940 Act-regulated funds that rely on the Co-Investment Order, potentially will impact the investment allocations among participating entities (including, for the avoidance of doubt, the Company) or otherwise impact allocation results. Any changes to the Co-Investment Order or the rules and other guidance promulgated by the SEC and its staff under the 1940 Act could impact allocations made available to the Company and thereby affect (and potentially decrease) the allocation made to us or otherwise impact the process for allocations in transactions in which the Company participates.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commonwealth Credit Partners BDC I, Inc. 10-Q