Administration Agreement, including the Companys allocable portion of the costs of compensation and related expenses of its chief financial officer and chief compliance officer and their
respective staffs.
Such reimbursement is at cost, with no profit to, or markup by, the Administrator. The Administration Agreement may be terminated
without penalty, upon 60 days written notice, by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Companys directors or by the Administrator. For the fiscal year ended December 31,
2022, PTMN incurred approximately $3.4 million of administration services expenses under its Administration Agreement.
Review, Approval or Ratification of Transactions with Related Persons
The independent directors of the Company are required to review, approve or ratify any transactions with related persons (as such term is defined in Item 404
of Regulation S-K).
Material Conflicts of Interest
The Companys executive officers, directors and certain members of the Adviser serve or may serve as officers, directors or principals of entities that
operate in the same or a related line of business as we do or of investment funds managed by BC Partners or its affiliates. Almost all of the executive officers of PTMN serve in similar capacities for other investment companies managed by the
Adviser or its affiliates, and the independent directors of these other investment companies serve as independent directors of PTMN. BC Partners and its affiliates also manage and sub-advise private investment
funds and accounts, and may manage other such funds and accounts in the future, which have investment mandates that are similar, in whole and in part, with the Company. Therefore, there may be certain investment opportunities that satisfy the
investment criteria for both PTMN and these other investment companies as well as private investment funds and accounts advised or sub-advised by BC Partners and its affiliates. Accordingly, the Adviser and
its affiliates may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders. For example, the personnel of BC Partners may face conflicts of interest in the allocation of
investment opportunities to the Company and such other funds and accounts.
The Company may invest alongside funds and accounts managed or sub-advised by its Adviser and its affiliates in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations. For example, the Company may invest alongside such accounts
consistent with guidance promulgated by the staff of the SEC permitting the Company and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that such Adviser,
acting on behalf of the Company and on behalf of other clients, negotiates no term other than price or terms related to price.
In addition, on
April 10, 2023, the SEC issued an order granting BC Partners application for exemptive relief to co-invest, subject to the satisfaction of certain conditions, in certain private placement
transactions, among the funds managed by the Adviser or its affiliates, including the Company, BCP Special Opportunities Fund I LP, BCP Special Opportunities Fund II LP, Logan Ridge Finance Corporation, Alternative Credit Income Fund, Opportunistic
Credit Interval Fund, and any future funds that are advised by the Adviser or its affiliated investment advisers. Under the terms of the exemptive order, which applies to the Company, in order for the Company to participate in a co-investment transaction a required majority (as defined in Section 57(o) of the 1940 Act) of the Companys independent directors must conclude that (i) the terms of the proposed
transaction, including the consideration to be paid, are reasonable and fair to the Company and its stockholders and do not involve overreaching with respect of the Company or its stockholders on the part of any person concerned, and (ii) the
proposed transaction is consistent with the interests of the Companys stockholders and is consistent with the Companys investment objectives and strategies and certain criteria established by the Board.
Although the Adviser will endeavor to allocate investment opportunities in a fair and equitable manner, the Company and its common stockholders could be
adversely affected to the extent investment opportunities are
20