SEC Info - Golub Capital BDC 3, Inc., et al.

The notices of the annual meeting and proxy statement, which are accessible on the Internet or by request, provide an outline of the business to be conducted at the meeting. At the meeting, you will be asked to: (1) elect two Class II directors of each of the Companies; (2) ratify the selection of Ernst & Young LLP as the independent registered public accounting firm to each Company for the fiscal year ending September 30, 2024; and (3) to transact such other business as may properly come before the meeting and any postponements or adjournments thereof.

It is very important that your shares be represented at the Annual Meeting. Even if you plan to participate in the virtual meeting, I urge you to follow the instructions on the Notice of Internet Availability of Proxy Materials to vote your proxy via the Internet or telephone. We encourage you to vote via the Internet, if possible, as it saves us significant time and processing costs. On the Notice of Internet Availability of Proxy Materials, you also will find instructions on how to request a hard copy of the proxy statement and proxy card free of charge, and you may vote your proxy by returning a proxy card to us after you request the hard copy materials. Your vote and participation in the governance of the Companies are very important to us.

Notice is hereby given to the owners of shares of common stock (the “Stockholders”) of Golub Capital BDC 3, Inc.(“GBDC 3”), Golub Capital Direct Lending Corporation (“GDLC”), Golub Capital BDC 4, Inc. (“GBDC 4”), and Golub Capital Direct Lending Unlevered Corporation (“GDLCU” and each of GBDC 3, GDLC, GBDC 4, and GDLCU, a “Company” and collectively the “Companies”) that:

You or your proxyholder can participate, vote and examine the Company’s stockholder list at the virtual annual meeting by visiting www.virtualshareholdermeeting.com/GBDC32024, www.virtualshareholdermeeting.com/GCDLC2024, www.virtualshareholdermeeting.com/GBDC42024, www.virtualshareholdermeeting.com/GDLCU2024 and using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials. You have the right to receive notice of, and to vote at, the Annual Meeting if you were a Stockholder of record at the close of business on December 8, 2023. We are furnishing proxy materials to Stockholders on the Internet, rather than mailing printed copies of those materials to each Stockholder. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request them. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy materials, and vote your proxy, on the Internet.

Your vote is extremely important to us. If you are unable to participate in the Annual Meeting, we encourage you to vote your proxy on the Internet by following the instructions provided on the Notice of Internet Availability of Proxy Materials. You may also request from us free of charge hard copies of the proxy statement and a proxy card by following the instructions on the Notice of Internet Availability of Proxy Materials. As to each Company, in the event there are not enough votes for a quorum or to approve that Company’s proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies by that Company.

EACH COMPANY’S BOARD OF DIRECTORS, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS.

This is an important meeting. To ensure proper representation at the meeting, please follow the instructions on the Notice of Internet Availability of Proxy Materials to vote your proxy via the Internet or request, complete, sign, date and return a proxy card. Even if you vote your shares prior to the meeting, you still may participate in the meeting and vote your shares virtually if you wish to change your vote.

This document will give you the information you need to vote on the matters listed on the accompanying Notice of Joint Annual Meeting of Stockholders (“Notice of Annual Meeting”). Much of the information in this Proxy Statement is required under the rules of the Securities and Exchange Commission (“SEC”), and some of it is technical in nature. If there is anything you do not understand, please contact us at (212) 750-6060.

This Joint Proxy Statement is furnished in connection with the solicitation of proxies by the Boards of Directors (each a “Board” collectively the “Boards”) of Golub Capital BDC 3, Inc. (“GBDC 3”), Golub Capital Direct Lending Corporation (“GDLC”), “Golub Capital BDC 4, Inc. (“GBDC 4”), and Golub Capital Direct Lending Unlevered Corporation (“GDLCU”) (each of GBDC 3, GDLC, GBDC 4, and GDLCU a “Company,” collectively the “Companies” “we,” “us” or “our”) for use at our 2024 Joint Annual Meeting of Stockholders (the “Annual Meeting”) to be conducted virtually via live webcast on Friday, February 2, 2024 at 8:30 a.m., Eastern Time, and at any postponements or adjournments thereof. You or your proxyholder can participate, vote and examine the Company’s stockholder list at the virtual annual meeting by visiting www.virtualshareholdermeeting.com/GBDC32024, www.virtualshareholdermeeting.com/GCDLC2024, www.virtualshareholdermeeting.com/GBDC42024, www.virtualshareholdermeeting.com/GDLCU2024 and using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials (the “Control Number”). This Joint Proxy Statement and each Company’s Annual Report for the fiscal year ended September 30, 2023 are being provided to stockholders of the applicable Company (the “Stockholders”) of record as of December 8, 2023 via the Internet on or about December 19, 2023. In addition, a Notice of Annual Meeting and a Notice of Internet Availability of Proxy Materials is being sent to Stockholders of record as of December 8, 2023.

We encourage you to vote your shares, either by voting virtually at the Annual Meeting or by voting by proxy, which means that you authorize someone else to vote your shares. Shares represented by duly executed proxies will be voted in accordance with your instructions. If you execute a proxy without specifying your voting instructions, your shares will be voted in accordance with the Board’s recommendation. If any other business is brought before the Annual Meeting, your shares will be voted at the Board’s discretion unless you specifically state otherwise on your proxy.

Although each Company is a separate business development company that holds an annual meeting of stockholders, the Companies’ Proxy Statements have been combined into this Joint Proxy Statement to reduce expenses to the Companies in connection with soliciting proxies for the Annual Meeting.

You may revoke a proxy at any time before it is exercised by notifying the Companies’ Secretary in writing, by submitting a properly executed, later-dated proxy, or by voting virtually at the Annual Meeting. Any Stockholder entitled to vote at the Annual Meeting may participate in the Annual Meeting and vote virtually whether he or she has previously voted his or her shares via proxy or wishes to change a previous vote. Participating in the Annual Meeting does not revoke your proxy unless you also vote virtually at the Annual Meeting.

You will be eligible to vote your shares electronically via the Internet, telephone, or by mail by following the instructions on the Notice of Internet Availability of Proxy Materials.

At the Annual Meeting, the respective stockholders of each Company will be asked to vote on the following proposals:

You may vote your shares at the Annual Meeting only if you were a Stockholder of record at the close of business on December 8, 2023 (the “Record Date”). Stockholders can only vote on matters affecting a Company in which they hold shares of common stock. As of the Record Date, there were 99,111,951.713 shares of GBDC 3 common stock outstanding, 18,495,942.952 shares of GDLC common stock outstanding, 19,500,939.882 shares of GBDC 4 common stock outstanding, and 11,487,055.609 shares of GDLCU common stock outstanding . Each share of common stock is entitled to one vote.

A quorum must be present at the Annual Meeting for any Company to conduct business. The presence at the Annual Meeting, virtually or by proxy, of the holders of a majority of the shares of common stock of such Company outstanding on the Record Date will constitute a quorum. If a Company does not have enough votes for a quorum, the Annual Meeting can be adjourned with respect to such Company in order to permit the further solicitation of proxies by that Company.

The election of directors requires the vote of a majority of the shares of a Company’s common stock cast at the Annual Meeting virtually or by proxy (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee). Stockholders may not cumulate their votes. Abstentions will not be included in determining the number of votes cast, and, as a result, will have no effect on the election of nominees.

The affirmative vote of a majority of a Company’s votes cast at the Annual Meeting virtually or by proxy is required to ratify the appointment of Ernst & Young LLP to serve as such Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024 (meaning that the number of shares voted “for” the proposal must exceed the number of shares voted “against” such proposal). Abstentions will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal.

Adjournment and Additional Solicitation. If there appear not to be enough votes to approve each of a Company’s proposals at the Annual Meeting, the chair of the Annual Meeting shall have the power to adjourn such Company’s Annual Meeting from time to time without notice other than announcement at the Meeting or Stockholders who are represented virtually or by proxy may vote to adjourn the Annual Meeting to permit further solicitation of proxies.

A Stockholder vote may be taken by any Company on any of the proposals in this Joint Proxy Statement prior to any such adjournment if there are sufficient votes for approval of such proposal.

Each Company will bear its allocable portion of the expense of the solicitation of proxies for the Annual Meeting, including the cost of preparing and posting this Joint Proxy Statement and such Company’s Annual Report to the Internet and the cost of mailing the Notice of Joint Annual Meeting of Stockholders, Notice of Internet Availability of Proxy Materials and any requested proxy materials to Stockholders. The Companies intend to use the services of GC Advisors LLC (“GC Advisors”), the investment adviser to each of the Companies, to aid in the distribution and collection of proxy votes. The Companies expect to pay market rates for such services. No additional compensation will be paid to directors, officers or regular employees for such services.

Stockholders may provide their voting instructions through the Internet, by telephone, or by mail by following the instructions on the Notice of Internet Availability of Proxy Materials. These options require Stockholders to input the Control Number, which is provided with the Notice of Internet Availability of Proxy Materials. If you vote using the Internet, after visiting www.proxyvote.com and inputting your Control Number, you will be prompted to provide your voting instructions. Stockholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their Internet link. Stockholders who vote their proxy via the Internet, in addition to confirming their voting instructions prior to submission, will, upon request, receive an e-mail confirming their instructions.

If a Stockholder wishes to participate in the Annual Meeting but does not wish to give a proxy by Internet, the Stockholder may join the Annual Meeting virtually or request and submit a proxy card by following the instructions on the Notice of Internet Availability of Proxy Materials.

Any proxy authorized pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. A revocation may be affected by resubmitting voting instructions via the Internet voting site, by telephone, by obtaining and properly completing another proxy card that is dated later than the original proxy card and returning it, by mail, in time to be received before the Annual Meeting, by participating in the Annual Meeting and voting virtually, or by a notice, provided in writing and signed by the Stockholder, delivered to the Companies’ Secretary on any business day before the date of the Annual Meeting.

Some of each Company’s stockholders may hold their shares in more than one account, including by holding shares in more than one Company, and may receive a separate Notice of Internet Availability of Proxy Materials for each of those accounts. To ensure that all of your shares are represented at the Annual Meeting, we recommend that you vote by following the instructions in each Notice of Internet Availability of Proxy Materials you receive.

As of the Record Date, to our knowledge, no person would be deemed to “control” any of the Companies, as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”).

Each Company’s board is composed of the same individuals. These directors consist of interested directors and independent directors. An interested director is an “interested person” of a Company, as defined in the 1940 Act, and independent directors are all other directors (the “Independent Directors”).

The following table sets forth, as of December 8, 2023, certain ownership information with respect to each Company’s Common Stock for those persons who beneficially own more than 5 percent of a Company’s outstanding Common Stock and all executive officers and directors individually and as a group. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each Company’s directors and other executive officers, and any persons holding more than 10% of its Common Stock, are required to report their beneficial ownership and any changes therein to the SEC and the respective Company. Specific due dates for those reports have been established, and the Companies are required to report in this proxy statement any failure to file such reports by those due dates. Based on each Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by such Company’s directors and other executive officers, the Companies believe that during the fiscal year ended September 30, 2023, all Section 16(a) filing requirements applicable to such persons were met in a timely manner with the exception of GBDC 3 Form 4 filings for Mr. William M. Webster IV., which were filed late due to administrative oversight.

Information as to the beneficial ownership listed in the tables below is based on information furnished to the Companies by the persons listed in the respective tables. We are not part of a “family of investment companies” as that term is defined in the 1940 Act. The following table sets forth the dollar range of each Company’s common stock beneficially owned by each of its directors as of December 8, 2023.

The following table sets forth the dollar range of the beneficial ownership by any of our Independent Directors and his or her immediate family as of December 8, 2023 of the shares of common stock of Golub Capital BDC, Inc. (“GBDC”) (traded on the Nasdaq Global Select Market or “Nasdaq”), a closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the 1940 Act and whose investment adviser is GC Advisors, and the limited partnership interests in other private funds advised by Golub Capital (“Golub Capital” refers, collectively, to the activities and operations of Golub Capital LLC (formerly Golub Capital Management LLC), which entity employs all of Golub Capital’s investment professionals, as well as GC Advisors, associated investment funds and their respective affiliates).

In accordance with the charters and bylaws of the Companies, each Company’s Board currently has seven members. Directors are divided into three classes and are elected for classified terms expiring at the third succeeding Annual Meeting of Stockholders, with a term of office of one of the three classes of directors expiring each year at the Annual Meeting of Stockholders. After this election, the terms of Class III, I and II directors will expire in 2025, 2026 and 2027, respectively. Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualified.

A Stockholder can vote for or against, or abstain from voting for, any nominee in their Company’s election. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy “for” the election of each nominee named below. If a nominee should decline or be unable to serve as a director, it is intended that the proxy will be voted for the election of such person as is nominated by the Board as a replacement. The Board has no reason to believe that either Mr. John T. Baily or Mr. Kenneth F. Bernstein will be unable or unwilling to serve.

EACH BOARD, INCLUDING THEIR INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE NOMINEES NAMED IN THIS JOINT PROXY STATEMENT.

Certain information with respect to the Class II nominees for election at the Annual Meeting, as well as each of the other directors, is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds and the year in which each person became a director of each Company. The nominees for Class II director currently serve as directors of each Company.

Mr. John T. Baily and Mr. Kenneth F. Bernstein have each been nominated for election as Class II directors of each Company for a three-year term expiring at the 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. Mr. John T. Baily and Mr. Kenneth F. Bernstein are not being proposed for election pursuant to any agreement or understanding between any of Mr. John T. Baily and Mr. Kenneth F. Bernstein and any of the Companies.

Class III Directors (Continuing directors not up for re-election at the Annual Meeting)

Class I Directors (Continuing directors not up for re-election at the Annual Meeting)

We believe that maintaining the highest standards of corporate governance is a crucial part of our business, and we are committed to having in place the necessary controls and procedures designed to ensure compliance with applicable laws, rules and regulations.

The 1940 Act requires that at least a majority of each Company’s directors not be “interested persons” (as defined in the 1940 Act) of the Company. On an annual basis, every member of each Board is required to complete an independence questionnaire designed to provide information to assist the Boards in determining whether the director is independent under the 1940 Act and our corporate governance guidelines. Our Boards have determined that each of our directors, other than Mr. Lawrence E. Golub and Mr. David B. Golub, is independent under the Exchange Act and the 1940 Act. Our governance guidelines require any director who has previously been determined to be independent to inform the Chairman of the Board, the Chairman of the Nominating and Corporate Governance Committee and our Corporate Secretary of any change in circumstance that may cause his or her status as an Independent Director to change. The Boards limit membership on the Audit Committee and the Nominating and Corporate Governance Committee to Independent Directors.

The role of the Boards in the in management of the Companies is one of oversight. Oversight of a Company’s investment activities extends to oversight of the risk management processes employed by GC Advisors as part of its day-to-day management of our investment activities. Each Board reviews risk management processes throughout the year, consulting with appropriate representatives of GC Advisors as necessary and periodically requesting the production of risk management reports or presentations. The goal of each Board’s risk oversight function is to ensure that the risks associated with our investment activities are accurately identified, thoroughly investigated and responsibly addressed. The Audit Committees of the Boards (which consists of all the Independent Directors) are responsible for approving our independent accountants, reviewing with our independent accountants the plans and results of the audit engagement, approving professional services provided by our independent accountants, reviewing the independence of our independent accountants and reviewing the adequacy of our internal accounting controls. The Audit Committees are also responsible for aiding the Boards in fair value pricing debt and equity securities that are not publicly traded or for which current market values are not readily available. Stockholders should note, however, that the oversight function of the Boards cannot eliminate all risks or ensure that events do not adversely affect the value of investments. The Boards’ risk oversight responsibilities include reviewing the reimbursement by the Companies to Golub Capital LLC (the “Administrator”) of the allocable portion of the cost of each Company’s chief financial officer and chief compliance officer and their respective staffs on an annual basis.

The 1940 Act requires that at least a majority of each Company’s directors not be “interested persons” (as defined in the 1940 Act) of the Company or the Company’s investment adviser. Currently, five of each Company’s seven directors are Independent Directors (and are not “interested persons”). However, Lawrence E. Golub, Chief Executive Officer of Golub Capital, and therefore an interested person of the Companies, serves as Chairman of the Boards. The Boards believe that it is in the best interests of investors for Mr. Golub to lead the Boards because of his broad experience with the day-to-day management and operation of other investment funds and his significant background in the financial services industry, as described below. The Boards do not have a lead independent director. However, William M. Webster IV, the Chairman of the Audit Committees and the Nominating and Corporate Governance Committees, is an Independent Director and acts as a liaison between the Independent Directors and management between meetings of the Boards. He is also involved in the preparation of agendas for Board and committee meetings. Each Board believes that its leadership structure is appropriate in light of the characteristics and circumstances of the Companies because the structure allocates areas of responsibility among the individual directors and the committees in a manner that enhances effective oversight. The Boards also believe that their small size creates a highly efficient governance structure that provides ample opportunity for direct communication and interaction between GC Advisors and the Boards.

Information About Each Director’s Experience, Qualifications, Attributes or Skills

Below is additional information about each director (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes and/or skills that each director possesses, and which the Boards believe has prepared each director to be effective. The Boards believe that the significance of each director’s experience, qualifications, attributes and/or skills is an individual matter (meaning that experience or a factor that is important for one director may not have the same value for another) and that these factors are best evaluated at the Board level, with no single director, or particular factor, being indicative of Board effectiveness. However, each Board believes that directors need to have the ability to review, evaluate, question and discuss critical information provided to them and to interact effectively with Company management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. Each Board believes that its members satisfy this standard. Experience relevant to having this ability may be achieved through a director’s educational background, business, professional training or practice (e.g., finance, accounting or law), public service or academic positions, experience from service as a board member (including on the Boards of the Companies) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations, and/or other life experiences. To assist them in evaluating matters under federal and state law, the Independent Directors are counseled by their own independent legal counsel, who participates in Board meetings and interacts with GC Advisors, and also may benefit from information provided by the Company’s counsel. Both Independent Directors’ and Companies’ counsels have significant experience advising funds, including other business development companies, and fund board members. Each Board and its committees have the ability to engage other experts as appropriate. The Boards evaluate their performance on an annual basis.

Experience, Qualifications, Attributes and/or Skills that Led to the Board’s Conclusion that such Members Should Serve as Directors of the Company

Each Board believes that, collectively, the directors have balanced and diverse experience, qualifications, attributes and skills, which allows the Boards to operate effectively in governing the Companies and protecting the interests of their Stockholders. Below is a description of the various experiences, qualifications, attributes and/or skills with respect to each director considered by the Boards.

Mr. Lawrence E. Golub serves as Chairman of each Company’s Board of Directors. Each Board of Directors benefits from Mr. Golub’s business leadership, experience and knowledge of the financial services industry. Mr. Golub previously spent ten years as a principal investor and investment banker. As a Managing Director of the Risk Merchant Bank at Bankers Trust Company, he applied derivative products to principal investing and merger and acquisitions transactions. As a Managing Director of Wasserstein Perella Co., Inc., he established that firm’s capital markets group and debt restructuring practice. As an officer of Allen & Company Incorporated, he engaged in principal investing, mergers and acquisitions, advisory engagements and corporate finance transactions. Mr. Golub is active in charitable and civic organizations. He is a member of the Harvard Medical School Board of Fellows, a member of the Columbia Medical School Board of Advisors, President of the Harvard University JD-MBA Alumni Association, a member of the Advisory Council of Harvard Kennedy School’s Mossavar-Rahmani Center for Business & Government and a trustee of the American Repertory Theater. Mr. Golub currently serves on the Stanford Interdisciplinary Life Sciences Council and the Advisory Board of Stanford Impact Labs. Mr. Golub was a private member of the Financial Control Board of the State of New York for over twelve years. He was a White House Fellow and served for over fifteen years as Treasurer of the White House Fellows Foundation. Mr. Golub was Chairman of Mosholu Preservation Corporation, a non-profit developer and manager of low-income housing in the Bronx. He served for fifteen years as a trustee of Montefiore Medical Center, the university hospital of the Albert Einstein Medical School. Mr. Golub serves on the board of directors of GBDC, GBDC 3, GDLC, GDLCU and GBDC 4, and previously served on the board of directors of Empire State Realty Trust, Inc. (NYSE) and, from 2014 until its acquisition by GBDC in 2019, GCIC. Mr. Golub’s experiences with Golub Capital and his focus on middle market lending led our Nominating and Corporate Governance Committee to conclude that Mr. Golub is qualified to serve as a director.

Mr. David B. Golub serves as Chief Executive Officer of each Company and is a member of each Board of Directors. Mr. David B. Golub has served as President and Chief Executive Officer and a member of the board of directors of GBDC 3 since 2017, GDLC since 2020, and GDLCU and GBDC 4 since 2021.. He brings to the Boards a diverse knowledge of business and finance. He is also the President of Golub Capital and serves on the Investment Committee of our Investment Adviser, GC Advisors LLC. From 1995 through October 2003, Mr. Golub was a Managing Director of Centre Partners Management LLC, a leading private equity firm. From 1995 through 2000, Mr. Golub also served as a Managing Director of Corporate Partners, a private equity fund affiliated with Lazard formed to acquire significant minority stakes in established companies. Mr. Golub is a member of the Founder’s Council of the Michael J. Fox Foundation for Parkinson’s Research, where he was the first board Chairman and a long-time director. Mr. Golub is a member of the Stanford Graduate School of Business Advisory Council. He is also a member of the Director’s Circle of the Association of Marshall Scholars. He previously served on the boards of the Loan Syndications and Trading Association, Hudson Guild and the World Policy Institute. Mr. Golub is on the board of directors of The Burton Corporation and has served on the boards of numerous public and private companies. Mr. Golub earned his AB degree in Government from Harvard College. He received an MPhil in International Relations from Oxford University, where he was a Marshall Scholar, and an MBA from Stanford Graduate School of Business, where he was named an Arjay Miller Scholar. Mr. Golub has served as President and Chief Executive Officer and a member of the board of directors of GBDC since 2009, GBDC 3 since 2017, GDLC since 2020, GDLCU and GBDC 4 since 2021 and a member of the GCRED board of trustees since 2023. He also served as President and Chief Executive Officer and a member of the board of directors of GCIC from November 2014 until the acquisition of GCIC by GBDC in September 2019. Mr. Golub’s experiences with Golub Capital and his focus on middle market lending led our Nominating and Corporate Governance Committees to conclude that Mr. Golub is qualified to serve as a director.

Mr. John T. Baily brings to the Boards over three decades of experience in the accounting industry and a substantial background in insurance industry matters. He has been a member of the board of directors of GBDC since 2010, GBDC 3 since 2017, GDLC since 2020, and GDLCU and GBDC 4 since 2021, and the board of trustees of GCRED since 2023. Mr. Baily was a member of the board of directors of GCIC from 2014 to 2019. Mr. Baily serves as the Audit Committee Chairman of Endurance U.S. Holding Corp., the U.S. holding company for the Sompo International Group, since 2017. Mr. Baily previously served on the board of directors of RLI Corp. (NYSE) from 2003 to 2023, of Erie Indemnity Company (Nasdaq) from 2003 to 2008, of NYMagic, Inc. (NYSE) from 2003 to 2010 and of Endurance Specialty Holdings, Ltd. from 2003 to October 2017. From 1999 until 2002, Mr. Baily was the President of Swiss Re Capital Partners. Prior to joining Swiss Re Capital Partners, Mr. Baily was a partner at PricewaterhouseCoopers LLP and its predecessor, Coopers & Lybrand, where he worked from 1965 until 1999. Mr. Baily was the National Insurance Industry Chairman of Coopers & Lybrand from 1986 until 1998 and a member of Coopers & Lybrand’s International Insurance Industry Committee from 1984 until 1998. Mr. Baily graduated cum laude from Albright College in 1965, received his CPA with honors in 1968 and received his MBA from the University of Chicago in 1979. Mr. Baily’s experience as an accountant and past service as a director of public companies led our Nominating and Corporate Governance Committee to conclude that Mr. Baily is qualified to serve as a director.

Mr. Kenneth F. Bernstein brings to the Boards expertise in accounting and business operations. He has been a member of the board of directors of GBDC since 2010, GBDC 3 since 2017, GDLC since 2020, GDLCU and GBDC 4 since 2021, and the board of trustees of GCRED since 2023. He also was a member of the board of directors of GCIC from 2014 to 2019. Mr. Bernstein has been the chief executive officer of Acadia Realty Trust since 2001 and the president and a trustee since its formation in 1998. Mr. Bernstein is responsible for strategic planning as well as overseeing the day-to-day activities of Acadia Realty Trust including operations, acquisitions and capital markets. He was an independent trustee of BRT Apartments Corp. from 2004 to 2016. From 1990 to 1998, he served as chief operating officer of RD Capital, Inc. until its merger into Acadia Realty Trust. He was an associate with the New York law firm of Battle Fowler LLP, from 1986 to 1990. He has been a member of the National Association of Corporate Directors, International Council of Shopping Centers, the National Association of Real Estate Investment Trusts, for which he serves on the Board of Governors, the Urban Land Institute and the Real Estate Roundtable. Mr. Bernstein was also the founding chairman of the Young Presidents’ Organization Real Estate Network and is currently a member of its board of advisors. He holds a BA from the University of Vermont and a JD from Boston University School of Law. Mr. Bernstein’s experience as a senior executive officer within finance companies led our Nominating and Corporate Governance Committee to conclude that Mr. Bernstein is qualified to serve as a director.

Mr. Lofton P. Holder brings to the Boards a diverse knowledge of business and finance. He has been a member of the board of directors of GBDC, GBDC 3, GDLC, GDLCU and GBDC 4 since 2021, and the board of trustees of GCRED since 2023, where he serves on the Nominating and Corporate Governance, Audit and GBDC Compensation Committees. Mr. Holder also served on the board of directors for Manning & Napier (NYSE), where he served as chair of the Compensation Committee. He also served as an advisor to the management team at Landed, a private company focused on helping essential professionals purchase homes. He is the co-founder and retired managing partner for Pine Street Alternative Asset Management Company. Pine Street invests seed capital with emerging hedge fund managers. Prior to creating Pine Street, Mr. Holder was a Managing Director at Investcorp and JP Morgan Asset Management. In these roles, he served the investment needs of major global institutional investors working across all equity and fixed income asset classes as well as hedge fund, private equity and real estate investments. Earlier in his career, Mr. Holder was a municipal finance investment banker at JP Morgan and The First Boston Corporation. He is actively engaged in the community and is particularly focused on ideas to advance educational opportunity and student achievement for young people from low-income backgrounds. Mr. Holder is a board member for The Edwin Gould Foundation and Maimonides Medical Center and serves as Chair of the Investment Committees for both organizations. He also served as a Trustee for Pace University where he served on the Audit Committee. Mr. Holder received a BA in Political Science from Columbia University and a MBA from the Yale School of Organization and Management. Mr. Holder’s experience as a senior executive officer within the alternative asset management business led our Nominating and Corporate Governance Committee to conclude that Mr. Holder is qualified to serve as a director.

Ms. Anita J. Rival brings to the Boards a diverse knowledge of business and finance and expertise in capital markets, portfolio management and business operations. She has been a member of the board of directors of GBDC since 2011, GBDC 3 since 2017, GDLC since 2020, GDLCU and GBDC 4 since 2021, and the board of trustees of GCRED since 2023. Ms. Rival was a member of the board of directors of GCIC from 2014 to 2019. Ms. Rival became a trustee of Baron Investment Funds Trust in May 2013. From April 2022 to April 2023, Ms. Rival served as an independent director for Trian Investors 1 Limited, a Guernsey registered company listed on the London Stock Exchange. From January 2014 to September 2022, she served as an independent director for Impala Asset Management. From April 2011 through May 2012, she served as an independent advisor to Magnetar Capital, a multi-strategy hedge fund. From 1999 until her retirement in February 2009, Ms. Rival was a Partner and Portfolio Manager at Harris Alternatives, LLC, and its predecessor, Harris Associates, L.P. As a Portfolio Manager at Harris Alternatives, LLC, Ms. Rival managed all aspects of a $14 billion fund of hedge funds, including asset selection, risk assessment and allocation across investment strategies. Prior to Harris Alternatives, LLC, Ms. Rival held senior level positions at several large asset management/investment banking institutions, including Banker’s Trust, Global Asset Management and Merrill Lynch Capital Markets. Ms. Rival received her BA in 1985 from Harvard University. Ms. Rival’s experience as a partner and senior executive in several asset management firms led our Nominating and Corporate Governance Committee to conclude that Ms. Rival is qualified to serve as a director.

Mr. William M. Webster IV brings to the Boards a diverse knowledge of business and finance. He has been a member of the board of directors of GBDC since 2010, GBDC 3 since 2017, GDLC since 2020, GDLCU and GBDC 4 since 2021, and the board of trustees of GCRED since 2023. Mr. Webster was a member of the board of directors of GCIC from 2014 to 2019. Mr. Webster currently serves on the Board of Directors, and is the Chair of the Board of Directors and the Audit Committee, of International Battery Metals Ltd. Mr. Webster is one of the co-founders of Advance America, Advance Cash Centers, Inc. Mr. Webster served as a director from the company’s inception in 1997 through May 2012 and as the Chairman of the board of directors from August 2008 through May 2012 and previously from January 2000 through July 2004. He was the Chief Executive Officer of Advance America, Advance Cash Centers, Inc. from its inception through August 2005. From May 1996 to May 1997, Mr. Webster served as Executive Vice President of Education Management Corporation and was responsible for corporate development, human resources, management information systems, legal affairs and government relations. From October 1994 to October 1995, Mr. Webster served as Assistant to the President of the United States and Director of Scheduling and Advance. Mr. Webster served as Chief of Staff to U.S. Department of Education Secretary Richard W. Riley from January 1993 to October 1994. From November 1992 to January 1993, Mr. Webster was Chief of Staff to Richard W. Riley as part of the Presidential Transition Team. Mr. Webster previously served on the board of directors of LKQ Corporation (NYSE) from 2003 to May 2020 and on the board of directors of Compass Systems, Inc. from 2014 to May 2021. Mr. Webster holds an Executive Masters Professional Director Certification, the highest level, from the American College of Corporate Directors, a public company director education and credentialing organization. Mr. Webster is a 1979 summa cum laude graduate of Washington and Lee University and a Fulbright Scholar. Mr. Webster is also a graduate of the University of Virginia School of Law. Mr. Webster’s knowledge of business and finance developed as a senior executive officer led our Nominating and Corporate Governance Committee to conclude that Mr. Webster is qualified to serve as a director.

Each Board has established an Audit Committee and a Nominating and Corporate Governance Committee. For the fiscal year ended September 30, 2023, each Board held four Board meetings, four Audit Committee meetings and two Nominating and Corporate Governance Committee meetings. All directors attended at least 75% of the aggregate number of meetings of each Board and of each of the respective committees on which they served that were held while they were members of the Board. The Companies require each director to make a diligent effort to attend all Board and committee meetings and encourages directors to participate in the Annual Meeting. All directors of the Company attended the 2023 Annual Meeting of Stockholders of each of the Companies.

The members of the Audit Committees are John T. Baily, Kenneth F. Bernstein, Lofton P. Holder, Anita J. Rival and William M. Webster IV, each of whom is financially literate and meets the independence standards established by the SEC for audit committees and is independent for purposes of the 1940 Act. William M. Webster IV serves as Chairman of the Audit Committees. Our Board has determined that Mr. Baily, Mr. Bernstein and Mr. Webster are each an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K of the Exchange Act.

The purpose of the Audit Committees is to monitor (i) the integrity of the financial statements of the Companies, (ii) the independent auditor’s qualifications and independence, (iii) the performance of the Companies’ internal audit function and independent auditors and (iv) the compliance by the Companies with legal and regulatory requirements. The Audit Committees are directly responsible for approving and overseeing our independent accountants, including review and discussion of material written communications between the independent accountants and management, and reviewing with our independent accountants the plans and results of the audit engagement, including critical accounting policies to be used, alternative treatment of financial information within generally accepted accounting principles that have been discussed with management and critical audit matters. As part of its oversight, the Audit Committees are responsible for approving professional services provided by our independent accountants, reviewing the independence of our independent accountants and reviewing and overseeing the adequacy of our internal accounting controls. The Audit Committees are responsible for reviewing and discussing with management and our independent accountants our annual audited financial statements, including disclosures made in management’s discussion and analysis, and recommending to the Boards whether the audited financial statements should be included in the Companies’ Annual Reports on Form 10-K. On a quarterly basis, the Audit Committees review and discusses with management and our independent accountants the Companies’ quarterly financial statements prior to the filing of the Companies’ Quarterly Reports on Form 10-Q, including the results of the independent accountants’ reviews of the quarterly financial statements. Periodically during each fiscal year, the Audit Committees meets, including private meetings, with our independent accountants and selected executive officers of the Companies, as appropriate, for consultation on audit, accounting and related financial matters. At least annually, the Audit Committees review a report from the independent accountants regarding the independent accountants’ internal quality-control procedures, any material issues raised by internal quality review, or peer review, of the firm or any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with any such issues, as well as all relationships between the independent accountants and the Companies. In its consideration of whether to recommend that stockholders ratify the selection of our independent accountants, the Audit Committees consider both the independence of the independent accountants from us and management and whether retaining the independent accountants is in the best interests of the Companies and their stockholders. The Audit Committees review and approves the amount of audit fees and any other fees paid to our independent accountants.

The function of the Audit Committees is oversight. The independent accountants are accountable to the Boards and the Audit Committees, as representatives of the Companies’ stockholders. The Boards and the Audit Committees have the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the Companies’ independent accountants (subject, if applicable, to shareholder ratification).

In fulfilling their responsibilities, the members of the Audit Committees are not full-time employees of the Companies or management and are not, and do not represent themselves to be, accountants or auditors by profession. Accordingly, it is not the duty or the responsibility of the Audit Committees or their members to conduct “field work” or other types of auditing or accounting reviews or procedures, to determine that our financial statements are complete and accurate and are in accordance with generally accepted accounting principles, or to set auditor independence standards.

The responsibilities of the Audit Committees also include compliance oversight, including discussing with management and the independent auditors any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Companies’ financial statements or accounting policies. In addition, the Audit Committees review related party transactions and consider any conflicts of interest brought to its attention pursuant to the Companies’ Code of Conduct or Code of Ethics. See “Certain Relationships and Related Party Transactions.”

The Audit Committees are also responsible for aiding our Boards in fair value pricing debt and equity securities that are not publicly traded or for which current market values are not readily available. Each Board and Audit Committee utilize the services of independent valuation firms to help them determine the fair value of these securities. An example of the Audit Committees’ Charter is attached as Annex A to this Proxy Statement.

The members of the Nominating and Corporate Governance Committees are John T. Baily, Kenneth F. Bernstein, Lofton P. Holder, Anita J. Rival and William M. Webster IV, each of whom is independent for purposes of the 1940 Act. William M. Webster IV serves as Chairman of the Nominating and Corporate Governance Committees. The Nominating and Corporate Governance Committees are responsible for selecting, researching and nominating directors for election by our stockholders, selecting nominees to fill vacancies on the Boards or a committee of a Board, developing and recommending to the Boards a set of corporate governance principles and overseeing the evaluation of the Boards and our management. The Nominating and Corporate Governance Committees have adopted a written Nominating and Corporate Governance Committee Charter, an example of which is attached as Annex B to this Proxy Statement.

The Nominating and Corporate Governance Committees consider stockholder recommendations for possible nominees for election as directors when such recommendations are submitted in accordance with the Companies’ bylaws, the Nominating and Corporate Governance Committee Charter and any applicable law, rule or regulation regarding director nominations. Our bylaws provide that a Stockholder who wishes to nominate a person for election as a director at a meeting of Stockholders must deliver written notice to our corporate secretary, Joshua M. Levinson, c/o Golub Capital, 200 Park Avenue, 25^th Floor, New York, NY 10166. This notice must contain, as to each nominee, all information that would be required under applicable SEC rules to be disclosed in connection with election of a director and certain other information set forth in our bylaws, including the following minimum information for each director nominee: full name, age and address; principal occupation during the past five years; directorships on publicly held companies and investment companies during the past five years; number of shares of our Common Stock owned, if any; and a written consent of the individual to stand for election if nominated by the respective Board and to serve if elected by the Stockholders. In order to be eligible to be a nominee for election as a director by a Stockholder, such potential nominee must deliver to our Corporate Secretary a written questionnaire providing the requested information about the background and qualifications of such nominee and a written representation and agreement that such nominee is not and will not become a party to any voting agreements, any agreement or understanding with any person with respect to any compensation or indemnification in connection with services on the respective Board and would be in compliance with all of our publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines.

Criteria considered by each Nominating and Corporate Governance Committee in evaluating the qualifications of individuals for election as members of their Board include compliance with the independence and other applicable requirements of the 1940 Act and the SEC, and all other applicable laws, rules, regulations and listing standards; the criteria, policies and principles set forth in the Nominating and Corporate Governance Committee Charter and the ability to contribute to the effective management of the Company, taking into account the needs of the respective Company and such factors as the individual’s experience, perspective, skills and knowledge of the industry in which the Company operates. Each Nominating and Corporate Governance Committee also may consider such other factors as it may deem are in the best interests of the Company and its Stockholders.

The Companies do not have a compensation committee because their executive officers do not receive compensation from us. Each Board, as a whole, is responsible for reviewing the reimbursement by the Company to the Administrator of the allocable portion of the cost of their Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs on an annual basis and also participates in the consideration of director compensation. Decisions on director compensation are based on a review of data of comparable business development companies.

Stockholders with questions about the Companies are encouraged to contact the Companies’ Investor Relations Department at 200 Park Avenue, 25^th Floor, New York, NY 10166. However, if Stockholders believe that their questions have not been addressed, they may communicate with a Company’s Board by sending their communications to Joshua M. Levinson, Secretary, c/o Golub Capital, 200 Park Avenue, 25^th Floor, New York, NY 10166. All Stockholder communications received in this manner will be delivered to one or more members of the respective Board.

The following information pertains to our officers who are not directors of one or more the Companies.

Each officer holds his office until his successor is chosen and qualified or until his earlier resignation or removal.

We expect each of our officers and directors, as well as any person affiliated with our operations, to act in accordance with the highest standards of personal and professional integrity at all times and to comply with the Companies’ policies and procedures and all laws, rules and regulations of any applicable international, federal, provincial, state or local government. To this effect, each Company has adopted a Code of Conduct. The Code of Conduct applies to each Company’s directors, executive officers, officers and their respective staffs.

As required by the 1940 Act, we and GC Advisors have each adopted a Code of Ethics that establishes procedures that apply to our directors, executive officers, officers, their respective staffs and the employees of GC Advisors with respect to their personal investments and investment transactions. Our Code of Ethics generally does not permit investments by our directors, officers or any other covered person in securities that may be purchased or held by us. We filed our Code of Ethics as an exhibit to our Annual Reports on Form 10-K, filed with the SEC on November 30, 2023 for GBDC 3, December 5, 2023 for GBDC 4, December 8, 2023 for GDLC and December 12, 2023 for GDLCU and you may access it via the Internet at the website of the SEC at www.sec.gov. We intend to disclose any material amendments to or waivers of required provisions of our Code of Conduct or the Code of Ethics on a Current Report on Form 8-K.

Each Company has established a policy designed to prohibit officers, directors, and employees of the Company and GC Advisors from purchasing or selling securities of the Companies while in possession of material nonpublic information, or otherwise using such information for their personal benefit or in any manner that would violate applicable laws and regulations. The policy also prohibits short-selling and margining of either the Companies’ securities or the securities of existing or prospective portfolio companies. The policy does not expressly prohibit directors, executive officers or employees of the Companies and their affiliates from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our common stock. However, the Companies discourage trades by such persons that are of a short-term nature rather than for investment purposes, and all purchases and sales of the Companies’ securities by directors, officers and employees of the Companies and their affiliates must receive pre-clearance from the respective Company’s Chief Compliance Officer.

The Companies have each adopted an insider trading policy applicable to the Companies' and GC Advisors' directors and officers and employees, which is included within its code of ethics and is filed as an exhibit to such Company's Annual Report on Form 10-K.

The Independent Directors will receive an annual fee of $45,000 for the fiscal year ending September 30, 2024. They also receive $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending in person or telephonically each regular Board meeting and $500 for each special telephonic meeting. The chairman of the Audit Committee receives an annual fee of $4,000. We have obtained directors’ and officers’ liability insurance on behalf of our directors and officers. No compensation is paid to directors who are “interested persons.” The GBDC 3 Board reviews and determines the compensation of Independent Directors.

The Independent Directors will receive an annual fee of $12,000 for the fiscal year ending September 30, 2024. They also receive $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending in person or telephonically each regular Board meeting and $500 for each special telephonic meeting. The chairman of the Audit Committee receives an annual fee of $2,500. We have obtained directors’ and officers’ liability insurance on behalf of our directors and officers. No compensation is paid to directors who are “interested persons.” The GBDC 4 Board reviews and determines the compensation of Independent Directors.

The Independent Directors will receive an annual fee of $10,000 for the fiscal year ending September 30, 2024. They also receive $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending in person or telephonically each regular Board meeting and $500 for each special telephonic meeting. The chairman of the Audit Committee receives an annual fee of $2,500. We have obtained directors’ and officers’ liability insurance on behalf of our directors and officers. No compensation is paid to directors who are “interested persons.” The GDLC Board reviews and determines the compensation of Independent Directors.

The Independent Directors will receive an annual fee of $10,000 for the fiscal year ending September 30, 2024. They also receive $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending in person or telephonically each regular Board meeting and $500 for each special telephonic meeting. The chairman of the Audit Committee receives an annual fee of $2,500. We have obtained directors’ and officers’ liability insurance on behalf of our directors and officers. No compensation is paid to directors who are “interested persons.” The GDLCU Board reviews and determines the compensation of Independent Directors.

The following table shows information regarding the compensation earned by our directors for the fiscal year ended September 30, 2023. No compensation is paid by us to any interested director or executive officer of the Companies.

Each Company has entered into agreements with GC Advisors, in which members of its senior management and members of GC Advisors’ investment committee have ownership and financial interests. Members of senior management and the investment committee also serve as principals of other investment advisers affiliated with GC Advisors that do and, in the future, will sponsor or manage accounts with investment objectives similar to ours as well as funds with different investment objectives. In addition, the Companies’ executive officers and directors and the members of GC Advisors and its investment committee serve or could serve as officers, directors or principals of entities that operate in the same, or related, line of business as we do or of accounts managed or sponsored by GC Advisors and its affiliates. Many of these accounts could have investment objectives that are similar to our investment objective.

In serving in these multiple capacities, GC Advisors and its personnel have obligations to other clients or investors in those entities, the fulfillment of which could conflict with the best interests of any of the Companies or its stockholders. For example, the economic disruption and uncertainty precipitated by the COVID-19 pandemic has required GC Advisors and its affiliates to devote additional time and focus to existing portfolio companies in which other funds and accounts managed by GC Advisors and its affiliates hold investments. The allocation of time and focus by personnel of GC Advisors and its affiliates to these existing portfolio company investments held by other funds and accounts could reduce the time that such individuals have to spend on the investing activities of the Companies.

Subject to certain 1940 Act restrictions on co-investments with affiliates, GC Advisors offers each Company the right to participate in all investment opportunities that it determines are appropriate for such Company in view of its investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other relevant factors. Such offers are subject to the exception that, in accordance with GC Advisors’ code of ethics and allocation policies, it is unlikely that a Company will participate in each individual opportunity but will, on an overall basis, be entitled to participate equitably with other entities sponsored or managed by GC Advisors and its affiliates, including the other Companies, over time.

GC Advisors and its affiliates have both subjective and objective policies and procedures in place that are designed to manage conflicts of interest between GC Advisors’ fiduciary obligations to the Companies and its similar fiduciary obligations to other clients. When the Companies compete with other accounts sponsored or managed by GC Advisors or its affiliates for a particular investment opportunity, GC Advisors will allocate investment opportunities across the entities for which such opportunities are appropriate, consistent with (1) its internal conflict of interest and allocation policies, (2) the requirements of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and (3) certain restrictions under the 1940 Act regarding co-investments with affiliates. GC Advisors’ allocation policies are intended to ensure that, over time, each Company generally shares equitably in investment opportunities with other accounts sponsored or managed by GC Advisors or its affiliates, particularly those involving a security with limited supply or involving differing classes of securities of the same issuer that are suitable for us and such other accounts. There can be no assurance that GC Advisors’ or its affiliates’ efforts to allocate any particular investment opportunity fairly among all clients for whom such opportunity is appropriate will result in an allocation of all or part of such opportunity to any specific Company. Not all conflicts of interest can be expected to be resolved in favor of any Company.

GC Advisors has historically sponsored or managed, and currently sponsors or manages, accounts with similar or overlapping investment strategies and has put in place a conflict-resolution policy that addresses the co-investment restrictions set forth under the 1940 Act. GC Advisors seeks to ensure the equitable allocation of investment opportunities when one or more Companies are able to invest alongside other accounts sponsored or managed by GC Advisors and its affiliates. When the Companies invest alongside such other accounts, such investments are made consistent with GC Advisors’ allocation policy. Under this allocation policy, GC Advisors will determine separately the amount of any proposed investment to be made by the Companies’ and similar eligible accounts. We expect that these determinations will be made similarly for other accounts sponsored or managed by GC Advisors and its affiliates. If sufficient securities or loan amounts are available to satisfy all of the Companies’ and each such account’s proposed investment, the opportunity will be allocated in accordance with GC Advisor’s pre-transaction determination. Where there is an insufficient amount of an investment opportunity to fully satisfy demand by the Companies’ and other accounts sponsored or managed by GC Advisors or its affiliates, the allocation policy further provides that allocations among the Companies’ and such other accounts will generally be made pro rata to Companies’ and each other eligible account based on the capital available for investment of each of the Companies’ and such other eligible accounts, subject to the minimum and maximum investment size limits for each such party. In situations in which co-investment with other entities sponsored or managed by GC Advisors or its affiliates is not permitted or appropriate, such as when, in the absence of exemptive relief described below, the Companies’ and such other entities would be making different investments in the same issuer, GC Advisors will need to decide whether any Companies’ or such other entity or entities will proceed with the investment. GC Advisors will make these determinations based on its policies and procedures, which generally require that such opportunities be offered to eligible accounts on a basis that will be fair and equitable over time, including, for example, through random or rotational methods.

The Companies’ have in the past and expect in the future to co-invest on a concurrent basis with other affiliates of GC Advisors, unless doing so is impermissible with existing regulatory guidance, applicable regulations, the terms of any exemptive relief applicable to the Companies’ and GC Advisors allocation procedures. The Companies’, along with GC Advisors and certain other funds and accounts sponsored or managed by GC Advisors and its affiliates, rely on exemptive relief from the SEC that permits the Companies’ greater flexibility to negotiate the terms of co-investments if one or the applicable Board determines that it would be advantageous for such Company to co-invest with other accounts sponsored or managed by GC Advisors or its affiliates in a manner consistent with such Company’s investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. The Companies’ believe that co-investment by the Companies’ and accounts sponsored or managed by the GC Advisors and its affiliates affords each such Company additional investment opportunities and the ability to achieve greater diversification.

Under the terms of this exemptive relief, a “required majority” (as defined in Section 57(o) of the 1940 Act) of a Board’s independent directors is required to make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the applicable Company and its stockholders and do not involve overreaching of the applicable Company and its stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of their stockholders and is consistent with our investment strategies and policies.

In connection with investments made by the Companies, GC Advisors and its affiliates often receive origination, commitment, documentation, structuring, facility, monitoring, amendment, refinancing, administrative agent and/or other fees from portfolio companies in which we invest or propose to invest. Where doing so is consistent with applicable law, SEC guidance and the co-investment exemptive relief order from the SEC, some or all of such fees can be retained by GC Advisors and its affiliates.

GC Advisors and its affiliates have other clients with similar or competing investment objectives, including GBDC, the Companies’ and several private funds that are pursuing an investment strategy similar to the Companies’, some of which will seek new capital from time to time. In serving these clients, GC Advisors could have obligations to other clients or investors in those entities. The investment objectives of the Companies’ often overlaps with such affiliated accounts. GC Advisors’ allocation procedures are designed to allocate investment opportunities among the accounts sponsored or managed by GC Advisors and its affiliates in a manner consistent with its obligations under the Advisers Act. If two or more accounts with similar investment strategies are actively investing, GC Advisors will seek to allocate investment opportunities among eligible accounts in a manner that is fair and equitable over time and consistent with its allocation policy. The Boards regularly reviews the allocation policy of Golub Capital and annually reviews the code of ethics of GC Advisors.

Our senior management, members of GC Advisors’ investment committee and other investment professionals from GC Advisors could serve as directors of, or in a similar capacity with, companies in which the Companies’ invest or in which the Companies’ are considering making an investment. Through these and other relationships with a company, these individuals could obtain material non-public information that could restrict the Companies’ ability to buy or sell the securities of such company under the policies of the company or applicable law. In addition, we have adopted a formal Code of Ethics that governs the conduct of our and GC Advisors’ officers, directors and employees. The Companies’ officers and directors also remain subject to the duties imposed by both the 1940 Act and the Maryland General Corporation Law.

Each Company has entered into an investment advisory agreement (each, an “Investment Advisory Agreement”) with GC Advisors pursuant to which we pay GC Advisors a base management fee and an incentive fee. The Boards reapproved the respective Investment Advisory Agreement for a one-year term in May 2023. In addition, pursuant to waiver letters with each Company that are described in more detail in each Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, GC Advisors has agreed to irrevocably waive certain fees payable under the Investment Advisory Agreement of each Company. The incentive fee is computed and paid on income that we may not have yet received in cash. This fee structure creates an incentive for GC Advisors to make certain types of investments. Additionally, the Companies’ rely on investment professionals from GC Advisors to assist the Boards with the valuation of our portfolio investments. GC Advisors’ base management fee and incentive fee are based on the fair value of the applicable Companies’ average adjusted gross assets and there is a conflict of interest when personnel of GC Advisors are involved in the valuation process of our portfolio investments. Under the incentive fee structure, GC Advisors benefits when we recognize capital gains and, because GC Advisors determines when a holding is sold, GC Advisors controls the timing of the recognition of such capital gains. In addition, because the base management fee that we pay to GC Advisors is based on the fair value of our average adjusted gross assets, including those assets acquired through the use of leverage, GC Advisors has a financial incentive to incur leverage. For the fiscal year ended September 30, 2023, GC Advisors earned a base management fee (net of waivers) of $25.0 million and an incentive fee (net of waivers) of $23.5 million from GBDC 3, a base management fee (net of waivers) of $1.1 million and an incentive fee of $2.0 million from GDLC, a base management fee (net of waivers) of $1.0 million and an incentive fee (net of waivers) of $0.0 million from GBDC 4, and a base management fee (net of waivers) of $0.2 million and an incentive fee (net of waivers) of $0.6 million from GDLCU.

GC Advisors currently serves as collateral manager to GBDC 3’s indirect subsidiary, Golub Capital BDC 3 CLO 1 LLC, under a collateral management agreement and receives a fee for providing this service that is offset against the base management fee payable by us under the Investment Advisory Agreement.

Each Company has entered into a license agreement with Golub Capital LLC under which Golub Capital LLC granted such Company a non-exclusive, royalty-free license to use the name “Golub Capital.”

Pursuant to an administration agreement with each Company (each, an “Administration Agreement”), Golub Capital LLC furnishes such Company with office facilities and equipment and provides clerical, bookkeeping, recordkeeping and other administrative services at such facilities. Each Board most recently reapproved each Administration Agreement for a one-year term in May 2023. Under the Administration Agreements, Golub Capital LLC performs, or oversees the performance of, such Company’s required administrative services, which include, among other things, being responsible for the financial records that we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. GC Advisors is the sole member of and controls Golub Capital LLC. For the fiscal year ending September 30, 2023, GBDC 3, GDLC, GBDC 4, and GDLCU reimbursed GC Advisors $3.6 million, $0.3 million, $0.2 million, and $0.1 million, respectively for the services described above.

GC Advisors is an affiliate of Golub Capital LLC, with whom it has entered into a staffing agreement (the “Staffing Agreement”). Under this agreement, Golub Capital LLC makes available to GC Advisors experienced investment professionals and access to the senior investment personnel and other resources of Golub Capital LLC and its affiliates. The Staffing Agreement provides GC Advisors with access to deal flow generated by the professionals of Golub Capital LLC and its affiliates and commits the members of GC Advisors’ investment committee to serve in that capacity. GC Advisors seeks to capitalize on what we believe to be the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Golub Capital LLC’s investment professionals.

The Audit Committees, in consultation with each Company’s Chief Executive Officer, Chief Compliance Officer and legal counsel, has established a written policy to govern the review of potential related party transactions. The Audit Committees conduct quarterly reviews of any potential related party transactions and, during these reviews, it also considers any conflicts of interest brought to its attention pursuant to the Companies’ Code of Conduct or Code of Ethics.

Each Audit Committee, comprised of all Independent Directors, has selected Ernst & Young LLP to serve as the independent registered public accounting firm for their respective Company for the fiscal year ending September 30, 2024. This selection is presented for ratification by the Stockholders. It is expected that a representative of Ernst & Young LLP will join the Annual Meetings and will have an opportunity to make a statement if he or she chooses and will be available to answer questions.

The following aggregate fees by Ernst & Young LLP, the Companies’ current independent registered accounting firm, were billed to each Company for work attributable to audit, tax and other services provided to the Companies for the fiscal years ended September 30, 2023 and 2022.

Audit Fees: Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that were provided by Ernst & Young LLP for the fiscal years ended September 30, 2023 and 2022 in connection with statutory and regulatory filings.

Audit-Related Fees: Audit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax Fees: Tax fees consist of fees billed for professional services for tax compliance. These services include assistance regarding federal, state, and local tax compliance.

All Other Fees: Other fees would include fees billed for products and services other than the services reported above.

Each Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by Ernst & Young LLP, the Companies’ independent auditor. The policy requires that each Audit Committee pre-approve the audit and permissible non-audit services performed by the independent auditor in order to assure that the provision of such service does not impair the auditor’s independence. While there were no audit-related fees and tax fees incurred in the fiscal year ended September 30, 2023, if any of these would have been incurred, they would have been approved by the respective Audit Committee.

Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the respective Audit Committee for specific pre-approval and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committees. However, the Audit Committees may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committees do not delegate their responsibilities to pre-approve services performed by the independent auditor to management.

EACH BOARD, INCLUDING ITS INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO YOUR COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2024.

The following is the joint report of the Audit Committee with respect to each Company’s audited financial statements for the fiscal year ended September 30, 2023.

Each Audit Committee has reviewed and discussed their Company’s audited financial statements with management and Ernst & Young LLP, each Company’s independent registered public accounting firm for the fiscal year ended September 30, 2023, with and without management present. Each Audit Committee included in its review results of Ernst & Young LLP’s examinations, their Company’s internal controls and the quality of their Company’s financial reporting. Each Audit Committee also reviewed their Company’s procedures and internal control processes designed to ensure full, fair and adequate financial reporting and disclosures, including procedures for certifications by their Company’s chief executive officer and chief financial officer that are required in periodic reports filed by the Companies with the SEC. The Audit Committees are satisfied that the Company’s internal control system is adequate and that each Company employs appropriate accounting and auditing procedures.

Each Audit Committee also has discussed with Ernst & Young LLP matters relating to Ernst & Young LLP’s judgments about the quality, as well as the acceptability, of their Company’s accounting principles as applied in its financial reporting as required by Auditing Standard No. 16 (Communication With Audit Committees). In addition, each Audit Committee has discussed with Ernst & Young LLP its independence from management and their Company, as well as the matters in the written disclosures received from Ernst & Young LLP and required by Public Company Accounting Oversight Board Rule 3526 (Communication with Audit Committee Concerning Independence). Each Audit Committee received a letter from Ernst & Young LLP confirming its independence and discussed it with them. Each Audit Committee reviewed and approved the amount of audit fees paid to Ernst & Young LLP for the fiscal year ended September 30, 2023. Each Audit Committee discussed and reviewed with Ernst & Young LLP the Company’s critical accounting policies and practices, internal controls, other material written communications to management, and the scope of Ernst & Young LLP’s audits and all fees paid to Ernst & Young LLP during the fiscal year. Each Audit Committee adopted guidelines requiring review and pre-approval by the Audit Committee of audit and non-audit services performed by Ernst & Young LLP for the Company. The Audit Committees have reviewed and considered the compatibility of Ernst & Young LLP’s performance of non-audit services with the maintenance of Ernst & Young LLP’s independence as the Companies’ independent registered public accounting firm.

Based on each Audit Committee’s review and discussions referred to above, the Audit Committee recommended to its Board (and the Board has approved) that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023 for filing with the SEC.

The Boards know of no other matter that is likely to come before the Annual Meeting or that may properly come before the Annual Meeting, apart from the consideration of an adjournment or postponement.

If there appears not to be enough votes for a quorum or to approve each of the proposals at the Annual Meeting, the chair of the Annual Meetings shall have the power to adjourn the Annual Meeting with respect to that Company from time to time without notice other than announcement at the Meeting or the Stockholders who are represented in person or by proxy may vote to adjourn the Annual Meeting to permit the further solicitation of proxies. The person(s) named as proxies will vote proxies held by them for such adjournment.

Whether or not you expect to participate in the virtual meeting, please follow the instructions on the Notice of Internet Availability of Proxy Materials to vote via the Internet or request, sign, date and return a proxy card so that you may be represented at the meeting. The Annual Meeting will be a completely virtual meeting of stockholders and will be conducted exclusively by live webcast. To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/GBDC32024, www.virtualshareholdermeeting.com/GCDLC2024, www.virtualshareholdermeeting.com/GBDC42024, www.virtualshareholdermeeting.com/GDLCU2024 and enter the Control Number included with the Notice of Internet Availability of Proxy Materials. Please allow time for online check-in procedures. For questions regarding the virtual meeting and voting, please contact us by phone at (212) 750-6060 or by writing to Golub Capital, 200 Park Avenue, New York, NY 10166, Attention: Joshua M. Levinson, Secretary.

Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K are available without charge upon request by calling us collect at (212) 750-6060, or by mail to Golub Capital, Attention: Investor Relations, 200 Park Avenue, 25^th Floor, New York, NY 10166. Copies of such reports are also posted via EDGAR on the SEC’s website at www.sec.gov.

The Companies expect that the 2025 Joint Annual Meeting of Stockholders will be held in February 2025, but the exact date, time and location of such meeting have yet to be determined. Proposals to be included in our proxy statement for the 2025 Annual Meeting must be submitted by eligible Stockholders who have complied with the relevant regulations of the SEC and received no later than August 17, 2024.

In addition, each Company’s bylaws contain an advance notice provision requiring that, if a Stockholder’s proposal, including for the nomination of a director, is to be brought before the next Annual Meeting of Stockholders, such Stockholder must provide timely notice thereof in writing addressed to Joshua M. Levinson, Secretary, c/o Golub Capital, 200 Park Avenue, 25th Floor, New York, NY 10166. Notices of intention to present proposals, including nomination of a director, at the 2025 Annual Meeting must be received by the respective Company between July 18, 2024 and 5:00 p.m. Eastern Time on August 17, 2024. The submission of a proposal does not guarantee its inclusion in the Companies’ joint proxy statement or presentation at the Joint Annual Meeting unless certain securities law requirements and requirements of the respective Company’s bylaws are met. The Companies reserves the right to reject, rule out of order, or to take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

The Audit Committee of each Company has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (collectively, “Accounting Matters”). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Company’s Chief Compliance Officer. Persons who are uncomfortable submitting complaints to the Chief Compliance Officer, including complaints involving the Chief Compliance Officer, may submit complaints directly to the Companies’ Audit Committees. Complaints may be submitted on an anonymous basis.

Golub Capital BDC 3, Inc., Golub Capital Direct Lending Corporation, Golub Capital BDC 4. Inc., or

Messrs. William M. Webster IV, John T. Baily, Kenneth F. Bernstein, Lofton P. Holder and/or Ms. Anita J. Rival

Golub Capital BDC 3, Inc., Golub Capital Direct Lending Corporation, Golub Capital BDC 4. Inc., or

You are cordially invited to participate in our virtual Joint Annual Meeting. Whether or not you plan to join the Joint Annual Meeting, you are requested to vote in accordance with the voting instructions in the Notice of Internet Availability of Proxy Materials, or by requesting hard copy proxy materials from us and returning a proxy card.

(EACH, TOGETHER WITH ANY SUCCESSOR THERETO, AS APPLICABLE, THE “COMPANY”)

The Audit Committee is appointed by the Board of Directors of the Company, pursuant to authority delegated to it by the Board of Directors, to monitor (i) the integrity of the financial statements of the Company, (ii) the independent auditor’s qualifications and independence, (iii) the performance of the Company’s internal audit function and independent auditors, and (iv) the compliance by the Company with legal and regulatory requirements.

The Audit Committee of the Company shall at all times have at least three members and be composed solely of Independent Directors. For purposes of this Audit Committee Charter, “Independent Directors” are Directors of the Company who (i) are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Company, (ii) if any securities of the Company are listed on The Nasdaq Stock Market LLC (“Nasdaq”), are “independent directors” as defined in Rule 5605(a)(2) of the Nasdaq listing rules and (iii) meet the independence requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the requirements that such persons not accept directly or indirectly any consulting, advisory, or other compensation from the Company or any subsidiary thereof (other than Directors’ fees received in such person’s capacity as a member of the Audit Committee, Board of Directors or another committee of the Board of Directors of the Company or such subsidiary) and that such persons cannot have participated in the preparation of the financial statements of the Company in the previous 3 years. The Board of Directors shall designate the members of the Audit Committee. The Board of Directors shall have the power at any time to change the membership of the Audit Committee, to fill all vacancies and to designate alternate members to replace any absent or disqualified members, so long as the Audit Committee shall at all times have at least three members and be composed solely of Independent Directors. If a member of the Audit Committee ceases to be independent for reasons outside the reasonable control of such member, the member may remain on the Audit Committee until the earlier of the next annual stockholders meeting of the Company or 1 year from the occurrence of the event that caused the failure of such member to be independent, provided that, if any securities of the Company are listed on Nasdaq, the Company provides notice to Nasdaq immediately upon learning of the event or circumstance that caused the noncompliance pursuant to Rule 5605(c)(4) of the Nasdaq listing rules and subject to the exception contained in Rule 5605(c)(5) of the Nasdaq listing rules. The members of the Audit Committee shall select its Chairman.

For so long as the Company’s common stock is listed on Nasdaq (i) the Audit Committee shall at all times have at least one member that has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities and (ii) all members of the Audit Committee shall be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

As a matter of best practice, the Audit Committee will endeavor to have at least one of its members with the requisite qualifications to be designated by the Board of Directors as an “audit committee financial expert,” as such term is defined by the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations adopted thereunder from time to time (the “Sarbanes-Oxley Act”). To that end, the Audit Committee shall consider at least annually whether one or more of its members qualifies to be designated by the Board of Directors as an “audit committee financial expert.” The Audit Committee shall report the results of its deliberations to the Board of Directors for further action as appropriate, including a determination by the Board of Directors that the Audit Committee membership includes or does not include one or more “audit committee financial expert(s)” and any related disclosure to be made concerning this matter. If a vacancy on the Audit Committee exists due to the retirement or resignation of a member of the Audit Committee who has been designated as an “audit committee financial expert,” the Board of Directors will endeavor to fill such vacancy with another “audit committee financial expert,” as soon as reasonably practicable thereafter. The designation of a member of the Audit Committee as an “audit committee financial expert” does not increase the duties, obligations or liability of the designee as compared to the duties, obligations and liability otherwise imposed on the designee as a member of the Audit Committee and of the Board of Directors.

The function of the Audit Committee is oversight. Management¹ is primarily responsible for maintaining appropriate systems for accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The independent accountants are primarily responsible for planning and carrying out a proper audit of the Company’s annual financial statements in accordance with generally accepted accounting standards. The independent accountants are accountable to the Board of Directors and the Audit Committee, as representatives of the Company’s stockholders. The Board of Directors and the Audit Committee have the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the Company’s independent accountants (subject, if applicable, to stockholders’ ratification).

Members of the Audit Committee are not full-time employees of the Company or management and are not, and do not represent themselves to be, accountants or auditors by profession. Accordingly, it is not the duty or the responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures, to determine that the financial statements are complete and accurate and are in accordance with generally accepted accounting principles, or to set auditor independence standards. Each member of the Audit Committee shall be entitled to rely on (i) the integrity of those persons within and outside the Company and management from which it receives information; (ii) the accuracy of the financial and other information provided to the Audit Committee absent actual knowledge to the contrary (which shall be promptly reported to the Board of Directors); and (iii) statements made by the officers and employees of the Company, its investment adviser or other third parties as to any information technology, internal audit and other non-audit services provided by the independent accountants to the Company. In carrying out its responsibilities, the Audit Committee’s policies and procedures shall be adapted, as appropriate, to best react to a changing environment.

In discharging its responsibilities, the Audit Committee shall have authority to retain outside counsel or other consultants as the Audit Committee determines necessary to carry out its duties. The Audit Committee shall also have sole authority to approve the fees and other retention terms of such consultants and to terminate such consultants. The Audit Committee shall have the authority to create subcommittees with such powers as the Audit Committee shall from time to time confer. The Audit Committee shall also be given the resources, as determined by the Audit Committee, for payment of (i) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company and (ii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

The following are the general responsibilities of the Audit Committee and are set forth only for its guidance. The Audit Committee may assume such other responsibilities as it deems necessary or appropriate in carrying out its purpose. The Audit Committee shall consult, on an ongoing basis, with management, the independent accountants and counsel as to legal or regulatory developments affecting its responsibilities, as well as relevant tax, accounting and industry developments.

Nothing in this Charter shall be interpreted as diminishing or derogating from the responsibilities of the Board of Directors.

Pursuant to authority granted to it by the Board of Directors, the responsibilities of the Audit Committee are:

The Audit Committee shall present its conclusions with respect to the independent accountants to the Board of Directors.

Subject to the Bylaws and resolutions of the Board of Directors, the Audit Committee shall meet as often as it determines, but not less frequently than quarterly, and is empowered to hold special meetings as circumstances require. The Chairman of the Audit Committee or any two members of the Audit Committee may fix the time and place of the Audit Committee’s meetings unless the Board of Directors shall otherwise provide. Members of the Audit Committee may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating can hear each other at the same time. Subject to the provisions of the 1940 Act, participation in a meeting by these means constitutes presence in person at the meeting. Any action required or permitted to be taken at a meeting of the Audit Committee may also be taken without a meeting if all members of the Audit Committee consent thereto in writing. The Audit Committee shall keep regular minutes of its meetings and records of decisions taken without a meeting and cause them to be recorded in the Company’s minute book. The Audit Committee may invite any Director who is not a member of the Audit Committee, management, counsel, representatives of service providers or other persons to attend meetings and provide information as the Audit Committee, in its sole discretion, considers appropriate.

One third, but not less than two, of the members of the Audit Committee shall be present at any meeting of the Audit Committee in order to constitute a quorum for the transaction of business at such meeting, and the act of a majority present shall be the act of the Audit Committee. In the absence or disqualification of any member of the Audit Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member, so long as such appointee is an Independent Director.

(EACH, TOGETHER WITH ANY SUCCESSOR THERETO, AS APPLICABLE, THE “COMPANY”)

The Nominating and Corporate Governance Committee is appointed by the Board of Directors (the “Board of Directors”) of the Company, pursuant to authority delegated to it by the Board of Directors to (i) select qualified nominees to be elected to the Board of Directors by the Company’s stockholders at the annual stockholder meeting, (ii) select qualified nominees to fill any vacancies on the Board of Directors (consistent with criteria approved by the Board of Directors), (iii) develop and recommend to the Board of Directors a set of corporate governance principles applicable to the Company, (iv) oversee the evaluation of the Board of Directors and management and (v) undertake such other duties and responsibilities as may from time to time be delegated by the Board of Directors to the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee shall be comprised of the number of Independent Directors as the Board of Directors shall determine from time to time, such number not to be less than two. The Nominating and Corporate Governance Committee shall be comprised solely of Independent Directors. For purposes of this Nominating and Corporate Governance Committee Charter, “Independent Directors” are directors of the Company (“Directors”) who (i) are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Company; (ii) if any securities of the Company are listed on The Nasdaq Stock Market LLC (“Nasdaq”), are “independent directors” (as defined in Rule 5605(a)(2) of the Nasdaq listing rules); and (iii) meet any other applicable requirements of the Securities and Exchange Commission (the “SEC”) and any other applicable laws, rules and regulations with respect to independence, as determined by the Board of Directors. The Board of Directors shall designate the members of the Nominating and Corporate Governance Committee. The Board of Directors shall have the power at any time to change the membership of the Nominating and Corporate Governance Committee, to fill all vacancies and to designate alternate members to replace any absent or disqualified members, so long as the Nominating and Corporate Governance Committee shall at all times have at least two members and be composed solely of Independent Directors. The members of the Nominating and Corporate Governance Committee shall select its Chairman.

In discharging its responsibilities, the Nominating and Corporate Governance Committee shall have authority to retain outside counsel or other consultants in the Nominating and Corporate Governance Committee’s sole discretion. The Nominating and Corporate Governance Committee shall also have sole authority to approve the fees and other retention terms of such consultants and to terminate such consultants. The Nominating and Corporate Governance Committee shall have the authority to create subcommittees with such powers as the Nominating and Corporate Governance Committee shall from time to time confer.

The following are the general responsibilities of the Nominating and Corporate Governance Committee and are set forth only for its guidance. The Nominating and Corporate Governance Committee may assume such other responsibilities as it deems necessary or appropriate in carrying out its purpose. Nothing in this Charter shall be interpreted as diminishing or derogating from the responsibilities of the Board of Directors.

Pursuant to authority granted to it by the Board of Directors, the responsibilities of the Nominating and Corporate Governance Committee are to:

Subject to the Bylaws and resolutions of the Board of Directors, the Nominating and Corporate Governance Committee shall meet from time to time at the direction of the Chairman, provided that the Nominating and Corporate Governance Committee shall not meet less frequently than annually, and is empowered to hold special meetings as circumstances require. The Chairman of the Nominating and Corporate Governance Committee or any two members of the Nominating and Corporate Governance Committee may fix the time and place of the Nominating and Corporate Governance Committee’s meetings unless the Board of Directors shall otherwise provide. Members of the Nominating and Corporate Governance Committee may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating can hear each other at the same time. Subject to the provisions of the 1940 Act, participation in a meeting by these means constitutes presence in person at the meeting. Any action required or permitted to be taken at a meeting of the Nominating and Corporate Governance Committee may also be taken without a meeting if all members of the Nominating and Corporate Governance Committee consent thereto in writing. The Nominating and Corporate Governance Committee shall keep regular minutes of its meetings and records of decisions taken without a meeting and cause them to be recorded in the Company’s minute book. The Nominating and Corporate Governance Committee may invite any Director who is not a member of the Nominating and Corporate Governance Committee, management, counsel, representatives of service providers or other persons to attend meetings and provide information as the Nominating and Corporate Governance Committee, in its sole discretion, considers appropriate.

One third, but not less than two, of the members of the Nominating and Corporate Governance Committee shall be present at any meeting of the Nominating and Corporate Governance Committee in order to constitute a quorum for the transaction of business at such meeting, and the act of a majority present shall be the act of the Nominating and Corporate Governance Committee. In the absence or disqualification of any member of the Nominating and Corporate Governance Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member, so long as such appointee is an Independent Director.

GaUB CAA'Ii'U BOC 1, /IC 200PARKAVENUE 25TUR.OOR NEW YORK NY 101156 TO VOTE, MARK BlOCKS BELOW IN BLUE OR BlACK INK AS FOLLOWS: □ SCAN TO VIEW MATERIALS & VOTE [> VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or use your smartphone camera to scan the QR Barcode above and dick on the llnk ~eu~I 1 ~~~~:;.~_trta~:~fi~~vt~1~~~reK)&:/,:tf~ eJa~r:r~~~~~~~~::a~~ r:oxrd~a:~tto~~e~~i e~t~c~~t~~~~~df~w the instructions to obtain your During The Meeting - Go to www.vlrtualshareholdermeetlng.com/ GBDC32024 You ,:nay anend the meeting vi.a the Internet and vote during the meeting. ~ the information that is printed in the box marked by the arrow available and follO'N the mstructions. VOTE BY PHONE - 1-80CMi90-6903 Use any touch-tone telephone to transmit yo ur voting instructions up until 11 :59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAil ~aa;ek, p~i5~ledd od/~:t~~rl~~~~f;d P;;c~;~~~ joinB:~!lrfd;!~~faje~~;d~~~v~~ Edgewood, NY 117 17. V26894.[TllD) KEEP THIS PORTION FOR YaJR RECORDS ---------------- ------------------------- THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH /W:J RETURN THIS PORTION ONLY GOWB CAPITAL BDC 3, INC. The Board of Directors recommends you vote FOR the following propo,,als: 1. Election of Directors • To ek!ct two Class II dirKtro o1 ttMi! Company who 'MIi each S'1rw for a term ;xpiring in 202 7 or until their SUC:CQS'SOI' is duly Sected and qualified. Nomln ... : la. John T. Baily 1 b. Konneth F. Bernstein For Ag.rilnlt A bstain 0 0 0 0 0 0 2. To ratify the selection of Ernst & Young LLP to serw as the Company's indel)Qndent registEted ~blic accounting firm for the fiscal year ~ng September 30, 2024. NOTE: SUCh other business as may propetfy come before the meeting or any adjournment th«eof. ~se sign exactly as your name(s) appear(s) hef'QOO. When signing as attorf'll2Y, executor. administrator, or other fiduciary, please give ful titlg as such. Joint O'MleB should each sign personally. All holders roost sign. If a corpo<ationorpartnemp, pleaSE sign inful corporatli! or partnemlip name by authonzed officer. I I I Signature )Pt.EASE SIGN WITHN BOX) Dato I Signature ~oint ONnErs) I I Date 7 For Against Abst>ln 0 0 0

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. GOLUB CAPITAL BOC 3, INC. Joint Annual Meeting of Stockholders February 2, 2024, 8:30 AM, Eastern Time This proxy is solicited by the Board of Directors V2689S-{Tl!D) The undersigned hereby appoints Joshua M. Levinson and Christopher C. Ericson. or any one of them, and each with full power of substitution, to act as proxies for the undersigned to vote all the shares of common stock of Golub Capital BDC 3, Inc. (the "Company") which the undersigned is entitled to vote at the 2024 Joint Annual Meeting of Stockholders of the Company (" Joint Annual Meetmg") to be held virtually at the following website: www.virtualshareholdermeeting.com/GBDC32024 on February 2, 2024 at 8:30 AM, Eastern Time, and at all postponements and adjournments thereof, as indicated on this proxy. This proxy is revocable and, when properly execut ed, w ill be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations and will be vot ed "For" the proposals set forth in the Company's proxy statement. Continued and to be signed on reverse side

GOUJB CAffTAt DiRfCT UNDtvG COP.POP.ATOI lOOJltiRKAKWUE 151UFLOOR. WlWYM(. NY 10166 □ SCAN TO VIEW MATERIALS & VOTE [> VOTE BY lNTERNH Before The Meeting• Go10wwwpmwvote<nm "'' use yoursmartphone camera to scan the QRBattode abo>-leanddkk on the link Use the lntetnet to transmit your voting instruc1ioos and for electronic delivery of information '-P until 11:S9 p.m. Eastern Time 1he day before the cut-off date or meeting date. Have your proxy card in hand ,.hen you ac:ces:s the web site and folk:Mt the instructions to obtain your records and to create an electronic voting instruction form. During The Meefilg. Go to:www virtuakbateb9k1ermeetioo cpm/G{PI C?924 You may attend the meeting via the Internet anchoteduring the meeting. Ha-.-e the information that is printed in 1he box marked by the arrow available and follow tlie instructions. VOTE BY PHONE· 1-800-690-6903 Use any touch•tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your p10xy card in hand when you call and then follO'N the instructions. VOTEBYMAfl Mark:. sign and date your proxy card and return it in the postage-paid envebpe '1''e have provided or return it to Vote Processing, c/o Broadridge, S1 Mercedes Way, Edge,.ood, NY 1171 7. V26900-TBD KEEP THIS PORTION FOR YO.JR RECORDS ----------------------------------------- THIS PROXY CARO IS VALID ONLY WHEN SIGNED ANO DATED. GOLUB CAPITAL DIRECT LENDING CORPORATION The Board of Directors recommends )'OU vote FOR the foflowlng proposals: 1. El,ction of Directors - To elect two :lass II directors of the Company who 'MIi each serve fer a term QXpiring in 2 02 7 or until their sLK.ces:sor is dutv ehcted and aual ifi ed. Nominees: 1 a. John T. Baily 1 b. Kenneth F. Bernstein For Against Abstaln D D D D D D DETACH AND RETURN THIS PORTION ONLY 7 For Against Abstain 2. To ratify the selection of Ernst & Young LLP to serve as the Compa,y's independent registered publ c accounting firm for the fiscal ~ear ending O se,tembor 30, 2024. D D NOTE: SUch other business as may prope(o/ come before the meeting or an')' adjournment thereof. Please siJn exactly as your name(s) appe<:r(S) hereon. When signing as attorney, executor, administ"ator, or other fiduciary, please giile full title as such. Joint o\mers should each sign personaly. AJI holders must sign. If a corpcrationor partnership, please sign n full corporate or partnership name by authorized officer. Signatur, (PLEASE SIGN WITHIN BOX) Date Signature (JointCMiners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. GOLUB CAPITAL DIRECT LENDING CORPORATION Joint Annual Meeting of Stockholders February 2, 2024, 8:30 AM, Eastern Time This proxy is solicited by the Board of Directors \/26901-TBD The undersigned hereby appoints Joshua M . Levinson and Christopher C. Ericson, or any one of them, and each with full power of substitution, to act as proxies for the undersigned to vote all the shares of common stock of Golub Capital Direct Lending Corporat ion (the • Company") which the undersigned is entitled to vote at the 2024 Joint Annual Meeting of Stockholders of the Company(" Joint Annual Meeting") to be held virtually at the following website: www virtualshareholdermeeting.com/GCDLC2024 on February 2, 2024 at 8:30 AM, Eastern Time, and at all postponements and adjournments thereof, as indicated on this proxy. This proxy is revocable and, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations and will be voted "For" the proposals set forth in the Company's proxy statement. Continued and t o be signed on reverse side

GOLUB CARTAl BOC 4, INC 200 PARK AVENUE 2S11/R.OOR NE'N YORK NY 101(,6 □ SCAN TO VIEW MATERIALS & VOTE [> VOTE BY INTERNET Before The Meeting - Go to www.proxwote.com or use your smartphone camera to scan the QR Barcode above and dick on the link ~~u~?i l~~~~:i.~.~=~w~~~1::r~ot~!/2ut~°f'f t~r~~=;~~:~~~:a;~~ r;g,;d~a;~d~~~eda:~n e~io'~if~~~gTsti~~~df~~~w the instructions to obtain your During The Meeting - Go to www.vlrtualshareholdermeetlng.com/GBDC42024 You may attend the meeting ltia the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone t o transmit your voting inst ructions up until 11 :59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand ~nen you call ~nd then follow the instructions. VOTE BY MAIL ~a~:· p~i5~d~1 ~l od/~:t~~rii~~xv~:;d p~;~;~~~~ i~nB~~:cfuds~:~~~a~e~;:d~~~v~: Edgewood, NY 11717. V26909-TBD THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YaJR RECORDS DETACH AND RET\JRN THIS PORTION ONLY GOWB CAPITAL BDC 4, INC. Th• Board of Directors recommends you vote FOR the following proposals: 1. tlQction of OirQctors • To elKt two Class II dir«tors of thC! Comparl)' who will each wrw for a term QXJ)iring in 2027 or until thersucco=ris dulyolectod and qualified. Nominaes: 1 a. John T. Baily 1 b. Kome1h F. Bernstein For Against A bruin D D D D D D 2. To ratify thQ SQlection of Ernst & YOIXlQ LLP to serve as the Company's independent rQgistQred public acCOlllting firm for the fiscal yQar ending Septembor 30, 2024. NOTE: Such other busin"" as may prope<1y a,me before 1he meeting or any •~ournment 1hereof. Ploaso sign 12Xactty as yolX name{s) appoar(S) hQon:ion. \\hen signing as attorf"IQ)'. 12X.Qcutor. administrator. or other fidudalY, ptease givQ full title as such. Joint OM°le~ should Qact, sign personany. Al l hotders must sign. If a corporation or partnership, pl@aSQ sign in full oo,porate or partnerstip name by authorizQd offimr. SignatJ.Jre (PLEASE SIGN WITHIN BOX) Dall! SignatJ.Jre (Joint Dwn•n) Dall! 7 For Against Abst>ln D D D

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. GOLUB CAPITAL BOC 4, INC. Joint Annual Meeting of Stockholders February 2, 2024, 8:30 AM, Eastern Time This proxy is solicited by the Board of Directors '126910-TBD The undersigned hereby appoints Joshua M. Levinson and Christopher C. Ericson, or any one of them, and each with full power of substitution, to act as proxies for the undersigned to vote all the shares of common stock of Golub Capital BDC 4, Inc. (the ·company") which the undersigned is entitled to vote at the 2024 Joint Annual Meeting of Stockholders of the Company (" Joint Annual Meeting") to be held virtually at the following website: www.virtualshareholdermeeting.com/GBDC42024 on February 2, 2024 at 8:30 AM, Eastern Time, and at all postponements and adjournments thereof, as indicated on this proxy. This proxy is revocable and, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations and will be voted "For" the proposals set forth in the Company's proxy statement. Continued and to be signed on reverse side

GOWB CAffTAl. OtRfCT LfNDtlG UNl.MPLOCOW'ORATIOII 100ffl.RKA\4'UUE 1STHFI.IJOR WEWYQl,X, NY 10166 TO VOTE, \1ARK BLOCKS BELOW IN ~LUE OR BLACK INK I'S FOL.OWS: □ SCAN TO VIEW MA.TERIA.LS &VOTE [> VOTE BY lNTERN£T Before The Meeting -Gotn www pcsnvvote@m<1ruseyoursmartphonecamera to sun the QR Batcode abow and dkk on the li:nk Use the Internet to transmit your't'Oting instructions and for electronic delivery of information LP until 11:59 p.m. Eastern Tirne the day before the cut-off date or meeting date. Ha'>'e-your pro,.y card in hand v.tien you access the wEb site and follawv the instructions to obtain your records and to create an electronic voting instruction form. Dutng The Meeting • Go to:www virtuakbareb9k1eaneetilo-soro/GPI {lJ2Q?4 You may attend the meeting WI the Internet and vote during the meeting. H.we the information that is printed in the box marked by the arrow available and follow tt'ie instructiol"6. VOTE BY PHONE· 1-300-690-6903 Use any touch-tor:ie telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your p,oxy card in hand when you call and then follow the instructions. VOTEBYMA!l Mark, sign and date your proxy card and return it in the postage-paid enwbpe v.-e have provided or return it 10 Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgev.ood, NY 11717. V26906-TBD KEEP THIS PORTION F01 YOUR RECORDS ----------------------------------------- THIS PROXY CARO IS VALID ONLY WHEN SIGNED ANO DATED. GOLUB CAPITAL DIRECT LENDING UNLEVEREO CORPORATION The Board of Directors recommends you vote FOR the following proposals: 1. Election of Directors - To elect two Class II directors of the Company who 'MIi ea:h serve for a term expiring in 2027 or until theirsLK.cessoris duly elected and qualifiOO. Nominees: 1 a. John T. Baily 1 b. Kenneth F. Bernstein for Ag::linrt Ahrt.::aln 0 0 0 0 D D DETACH AND RETURN TH S PORTION ONLY 7 For Against Abstain 2. To ratify the selection of Ernst & Young LLP to serw as the Company's inde~ndent registered public accounting firm for the fisc~ year ending O September 30, 2024. 0 0 NOTE: such other business as rnay properly come oerore tn? meeting or any aaJournmmt tnereot Please sign exactly as your narre(s) appear(s) hereon. When signing as attorrey, exerutor, adninistrator, or other fiducial'Y, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partner.hip, please sign in full corporate or partnership name by authori2ed officer. Sign,ture (PLE/>SE SIGN WITHIN BOX) Date Signature (Joint Ott,ners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. Golub Capital Direct Lending Unlevered Corporation Joint Annual Meeting of Stockholders February 2, 2024, 8:30 AM, Eastern Time This proxy is solicited by the Board of Directors V26907-TIIO The undersigned hereby appoints Joshua M . Levinson and Christopher C. Ericson. or any one of t hem, and each with full power of substitut ion, to act as proxies for the undersigned to vote all the shares of common stock of Golub Capital Direct Lending Unlevered Corporation (the "Company") which the undersigned is entitled to vote at the 2024 Joint Annual Meeting of Stockholders of the Company (" Joint Annual Meeting") to be held virtually at the follO\\~ng website: www.virtualshareholdermeeting.com/GDLCU2024 on February 2, 2024 at 8:30 AM, Eastern Time, and at all postponements and adjournments thereof, as indicated on this proxy. This proxy is revocable and, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations and will be voted "For" the proposals set forth in the Company's proxy statement. Continued and to be signed on reverse side

Name and Address	Ownership	GBDC 3⁽²⁾⁽⁶⁾	%		GDLC⁽³⁾	%		GBDC 4⁽⁴⁾	%		GDLCU⁽⁵⁾	%
Lawrence E. Golub⁽¹⁾	Beneficial	3,764,309.500	3.8	%	6,308,057.585	34.1	%	3,173,524.305	16.3	%	835,785.008	7.3	%
David B. Golub⁽¹⁾	Beneficial	3,764,309.500	3.8	%	6,308,057.585	34.1	%	3,173,524.305	16.3	%	835,785.008	7.3	%
John T. Baily⁽¹⁾	N/A	—	—		—	—		—	—		—	—
Kenneth F. Bernstein⁽¹⁾	N/A	—	—		—	—		—	—		—	—
Lofton P. Holder⁽¹⁾	N/A	—	—		—	—		—	—		—	—
Anita J. Rival⁽¹⁾	N/A	—	—		—	—		—	—		—	—
William M. Webster IV⁽¹⁾	Beneficial	134,676.327		*	—	—		—	—		—	—
Christopher C. Ericson⁽¹⁾	N/A	—	—		—	—		—	—		—	—
Joshua M. Levinson⁽¹⁾	N/A	—	—		—	—		—	—		—	—
All executive officers and directors as a group	Beneficial	3,879,597.547	3.8	%	6,308,057.585	34.1	%	3,173,524.305	16.3	%	835,785.008	7.3	%
State Teachers Retirement System of Ohio⁽⁷⁾	Record and Beneficial	8,615,086.060	8.7	%	—	—		—	—		—	—

Name of Director	Dollar Range of Equity Securities in Golub Capital BDC 3, Inc.⁽¹⁾	Dollar Range of Equity Securities in Golub Capital Direct Lending Corporation.⁽¹⁾	Dollar Range of Equity Securities in Golub Capital BDC 4, Inc.⁽¹⁾	Dollar Range of Equity Securities in Golub Capital Direct Lending Unlevered Corporation⁽¹⁾
Independent Directors
John T. Baily	None	None	None	None
Kenneth F. Bernstein	None	None	None	None
Lofton P. Holder	None	None	None	None
Anita J. Rival	None	None	None	None
William M. Webster IV	Over $100,000	None	None	None
Interested Directors
Lawrence E. Golub	Over $100,000	Over $100,000	Over $100,000	Over $100,000
David B. Golub	Over $100,000	Over $100,000	Over $100,000	Over $100,000

Name of Director	Name of Owners	Name of Investment	Title of Class	Dollar Range of Equity Securities⁽¹⁾
Independent Directors
John T. Baily	John T. Baily	GBDC (Nasdaq)	Common Stock	Over $100,000
Kenneth F. Bernstein	Kenneth F. Bernstein	GBDC (Nasdaq)	Common Stock	Over $100,000
Anita J. Rival	Anita J. Rival	GBDC (Nasdaq)	Common Stock	Over $100,000
William M. Webster IV	William M. Webster IV;	GBDC (Nasdaq);	Common Stock;	Over $100,000 in each
	William M. Webster, IV	Golub Capital Partners 9, L.P.;	N/A - Single Class
	Revocable Trust;	Golub Capital Partners 10, L.P.;
	Webster Trust Investments, LLC;	Golub Capital Partners 11, L.P.;
	William M. Webster, IV	Golub Capital Partners 11R, L.P.;
	2012 Irrevocable Trust	Golub Capital Partners 12, L.P.;
	Agreement UAD 6/21/12	GC Co-investment, L.P.;
		GEMS Fund 4, L.P.;
		GEMS Fund 5 L.P.,
		GEMS Fund 6 L.P.

Name, Address and Age⁽¹⁾	Position(s) held with Company	Term of Office and Length of Time Served	Principal Occupation(s) During the Past 5 Years	Number of Companies In Fund Complex⁽²⁾ Overseen by Director	Other Directorships Held by Director or Nominee for Director During the Past 5 years⁽³⁾
John T. Baily (79)	Director	Golub Capital BDC 3, Inc. Class II Director since 2010; Term Expires 2024	Retired.	Six	A member of the board of directors of GBDC (Nasdaq) since 2010 and board of trustees of GCRED since 2023 and serves as the Audit Committee Chairman of Endurance U.S. Holding Corp., the U.S. holding company for the Sompo International Group, since 2017. Previously served on the board of directors of Golub Capital Investment Corporation ("GCIC") from 2014 until its acquisition by GBDC in 2019 and RLI Corp. (traded on the New York Stock Exchange or "NYSE" from 2003 to 2023).

	Director	Golub Capital BDC 4, Inc. Class II Director since 2021; Term Expires 2024

	Director	Golub Capital Direct Lending Corporation Class II Director since 2020; Term Expires 2024

	Director	Golub Capital Direct Lending Unlevered Corporation Class II Director since 2021; Term Expires 2024

Kenneth F. Bernstein (62)	Director	Golub Capital BDC 3, Inc. Class II Director since 2010; Term Expires 2024	Chief Executive Officer of Acadia Realty Trust since 2001 and the president and a trustee since its formation in 1998.	Six	A member of the board of directors of GBDC (Nasdaq) since 2010 and board of trustees of GCRED since 2023. Served as a member of the board of directors of GCIC from 2014 until its acquisition by GBDC in 2019.

	Director	Golub Capital BDC 4, Inc. Class II Director since 2021; Term Expires 2024

	Director	Golub Capital Direct Lending Corporation Class II Director since 2020; Term Expires 2024

	Director	Golub Capital Direct Lending Unlevered Corporation Class II Director since 2021; Term Expires 2024

Name, Address and Age⁽¹⁾	Position(s) held with Company	Term of Office and Length of Time Served	Principal Occupation(s) During the Past 5 Years	Number of Companies In Fund Complex⁽²⁾ Overseen by Director	Other Directorships Held by Director or Nominee for Director During the Past 5 years⁽³⁾
Lawrence E. Golub (64)	Chairman of the Board of Directors	Golub Capital BDC 3, Inc. Class III Director since 2009; Term Expires 2025	Serves as the Chief Executive Officer of Golub Capital.	Five	Chairman of the board of directors of GBDC (Nasdaq). Served as Chairman of the board of directors of GCIC until its acquisition by GBDC in 2019.

	Chairman of the Board of Directors	Golub Capital BDC 4, Inc. Class III Director since 2022; Term Expires 2025

	Chairman of the Board of Directors	Golub Capital Direct Lending Corporation Class III Director since 2009; Term Expires 2025

	Chairman of the Board of Directors	Golub Capital Direct Lending Unlevered Corporation Class III Director since 2022; Term Expires 2025

Lofton P. Holder (59)	Director	Golub Capital BDC 3, Inc. Class III Director since 2021; Term Expires 2025	Co-founder and retired managing partner of Pine Street Alternative Asset Management Company.	Six	A member of the board of directors of GBDC (Nasdaq) since 2021 and board of trustees of GCRED since 2023. Served as member of the board of directors of Manning & Napier, Inc. (NYSE) from 2021 to 2023 and served as Trustee for Pace University on the Audit Committee. Currently serves as Chair of the Investment Committee for the Edwin Gould Foundation and Maimonides Medical Center.

	Director	Golub Capital BDC 4, Inc. Class III Director since 2021; Term Expires 2025

	Director	Golub Capital Direct Lending Corporation Class III Director since 2021; Term Expires 2025

	Director	Golub Capital Direct Lending Unlevered Corporation Class III Director since 2021; Term Expires 2025

Golub Capital BDC 3, Inc., et al. – ‘DEF 14A’ for 2/2/24

On: Tuesday, 12/19/23, at 12:34pm ET · For: 2/2/24 · Accession #: 1104659-23-127210 · File #s: 0-56410, 0-56411, 814-01244, 814-01412

Previous ‘DEF 14A’: ‘DEF 14A’ on 6/28/23 for 8/16/23 · Latest ‘DEF 14A’: This Filing · 4 References:

Definitive Proxy Statement — Schedule 14A

Filing Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

	Sincerely yours,

	/s/ David B. Golub
	David B. Golub
	Chief Executive Officer

By Order of the Board of Directors,

/s/ Joshua M. Levinson
Joshua M. Levinson Secretary

Name, Address and Age⁽¹⁾		Position(s) held with Companies		Principal Occupation(s) During the Past 5 Years
Christopher C. Ericson (43)		Chief Financial Officer and Treasurer of the Companies		Mr. Ericson is Chief Financial Officer and Treasurer of the Companies. Mr. Ericson is a Director at Golub Capital and since September 2021, has been the Chief Financial Officer and Treasurer for GBDC, GBDC 3 and GDLC, and for GDLCU and GBDC 4 since November 2021 and a member of the board of trustees and Chief Financial Officer and Treasurer for GCRED since April 2023. Prior to this position, Mr. Ericson served in various senior finance roles since first joining Golub Capital in 2009, including as Controller for Golub Capital BDC. He rejoined Golub Capital in 2018 as a Director on the Corporate Development team in the Investor Partners Group. Prior to initially joining Golub Capital, Mr. Ericson served as the Controller at Downsview Capital, a hedge fund focusing on private investments in public equities. Prior to that he worked at Guggenheim Partners and Deloitte. Mr. Ericson earned his BS degree in Commerce from the University of Virginia. He received an MS degree in Accountancy from the University of Illinois at Urbana - Champaign. He is a registered Certified Public Accountant in Illinois.

Name	Total Compensation from GBDC 3⁽¹⁾⁽²⁾		Total Compensation from GDLC⁽¹⁾⁽²⁾		Total Compensation from GBDC 4⁽¹⁾⁽²⁾		Total Compensation from GDLCU⁽¹⁾⁽²⁾
Independent Directors
John T. Baily	$	44,000	$	14,000	$	14,000	$	14,000
Kenneth F. Bernstein	$	44,000	$	14,000	$	14,000	$	14,000
Lofton P. Holder	$	44,000	$	14,000	$	14,000	$	14,000
Anita J. Rival	$	44,000	$	14,000	$	14,000	$	14,000
William M. Webster IV	$	48,000	$	16,500	$	16,500	$	16,500
Interested Directors
Lawrence E. Golub		—		—		—		—
David B. Golub		—		—		—		—

Aggregate Fees for Audit, Tax, and Other Services	Fiscal Year Ended September 30, 2023		Fiscal Year Ended September 30, 2022
GBDC 3	$	481,000	$	420,642
GDLC		215,000		178,000
GBDC 4		200,000		150,000
GDLCU		175,000		150,000
Total	$	1,071,000	$	898,642

	By Order of the Boards of Directors,

	/s/ Joshua M. Levinson
	Joshua M. Levinson
	Secretary
	December 19, 2023