Saratoga Management Company LLC

Item 5. Fees and Compensation

     How Saratoga is compensated for advisory services to the Fund. The specific terms for the compensation
     of Saratoga by the Fund are governed by its offering documents, limited partnership agreement, as amended
     from time to time, and the Advisory Agreement. During the initial years of the Fund’s existence, the Fund
     paid a fee (a “Management Fee”) equal to 2% of committed capital. The Fund no longer pays the
     Management Fee to Saratoga. Saratoga is paid a fixed monitoring (“Monitoring Fee”) equal to 2% of invested
     equity per annum from its active portfolio companies. Services provided by Saratoga will include, but not
     be limited to, ensuring that the Company is in compliance with good corporate governance practices,
     providing ongoing operations review and financial performance monitoring, reviewing and advising on the
     annual budgeting process, significant contractual commitments and capital expenditures, supporting
     relationships with financial institutions, advising on compensation policy and structure, and providing
     ongoing strategic advice on the business and management. These fees are payable quarterly in advance, by
     some of the Fund’s portfolio companies. The Monitoring Fee is not deducted from the Fund; rather, Saratoga
     bills the respective portfolio companies.

     Other types of fees or expenses paid by the Fund. The Fund bears all expenses relating to it to the extent
     not borne by its portfolio companies, including legal, accounting, investment banking, consulting, research,
     brokerage finders’, custody transfer, registration, advisory board, interest, taxes and extraordinary expenses,
     and other similar fees and expenses. These expenses are paid by Saratoga. Saratoga is reimbursed by the
     Fund quarterly in arrears for these costs.

     Payment of fees in advance by the Fund. In the event that the Advisory Agreement with Saratoga
     terminates during a period covered by fees paid in advance, Saratoga would pro rate such fee and reimburse
     the portion of such fee covering the remainder of the period (i.e., from the date of termination to the end of
     the period).

     Other fees paid by the Fund and advisory fee offset with respect to the Fund. From time to time
     Saratoga may perform management, advisory, transaction-related services, financial advisory, and other
     services for, and will receive fees (“Portfolio Company Fees”) from, the Fund in connection with such
     activities, including such fees in connection with mergers, acquisitions, add-on acquisitions, re-financings,
     sales, and similar transactions. Saratoga is permitted to retain a certain amount of these Portfolio Company
     Fees. Such fees do not reduce any Monitoring Fees paid by portfolio companies. These Portfolio Company
     Fees are disclosed in the annual financial statements.

  For purposes of calculating Saratoga’s assets under management, Item 4 includes the assets under management of both
Saratoga and SIA due to the fact that the two entities are considered to be operationally integrated. Also please note that
the assets attributable to Saratoga are provided as of December 31, 2025, and the assets attributable to SIA are estimates
as of February 28, 2026, which is in accordance with Saratoga’s standard methodology for calculating the Fund’s assets.
For additional information regarding SIA, please see SIA’s Form ADV Part 1 at www.sec.gov.

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 How Saratoga is compensated for advisory services to SMAs. Saratoga’s fees for services to SMAs are
 generally payable quarterly in arrears. Initial fees are calculated based upon the number of days in the
 quarter Saratoga started managing the SMA client’s account. Subsequent quarters are billed in full unless
 the SMA client terminated the relationship prior to the end of the quarter, in which case the fee is prorated
 for the number of days prior to the end of the quarter. Saratoga generally deducts its fees from SMA clients’
 assets.

 Saratoga does not have a standard fee schedule for its services to SMA clients, as such fees are negotiable
 and will vary based on the services requested. Factors that will be considered in setting Saratoga’s fee will
 include, but not necessarily be limited to, number and frequency of reports and client meetings, number of
 distinct investments in a portfolio and amount of initial and ongoing due diligence performed in connection
 therewith, resources required to comply with any applicable investment guidelines and restrictions and
 account size, and long-term strategy for the specific SMA.

 Other fees paid by SMA clients. SMA clients are responsible for making arrangements with their
 custodians and for paying their custodians’ and broker-dealers’ fees and expenses. If an SMA client invests
 in debt securities issued by a CLO or any other securities issued by a collective investment fund, the SMA
 client will be responsible for paying any fees and expenses associated with transacting in and owning such
 securities.

Item 7. Types of Clients

  Saratoga provides investment advisory services to the Fund, which is a privately offered pooled
  investment vehicle that has been closed to new investors since 1998, as well as SMA clients, which
  include foundations. Saratoga has no minimum account size or other requirements for opening or
  maintaining an account.
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