The Company has the authority to issue an unlimited number of Shares. The Company was initially capitalized on December 31, 2024 when the Investment Adviser purchased 1,000 Shares of the Company, at an offering price of $25.00 per share for an aggregate purchase price of $25,000.

On March 3, 2025, the Company completed the Formation Transaction and the equity interests of the Legacy Fund held by the Legacy Fund Members were converted into Shares. The Company issued 2,722,631 Shares for total proceeds of $68,065,767 as payment for such Shares. Immediately thereafter, such Shares were distributed to the Legacy Fund Members.

The following table summarizes the assets and liabilities acquired from the Legacy Fund in the Formation Transaction:


	March 3, 2025
Assets
Investments
Non-controlled / non-affiliated investments, at fair value (cost of $41,412,298)	$	41,412,298
Cash and cash equivalents		27,586,601
Interest receivable		416,919
Total assets	$	69,415,818
Liabilities
Base Management Fees payable	$	179,955
Incentive fees payable		248,448
Accrued audit and tax fees		74,000
Accrued expenses and other liabilities		15,000
Distribution payable		832,648
Total liabilities	$	1,350,051
Net assets acquired	$	68,065,767

The following tables summarize transactions in Shares for the period ended June 30, 2025 and from the Commencement of Operations through June 30, 2025:


	Three Months Ended June 30, 2025
	Shares		Amount
Shares
Subscriptions		650,150	$	16,260,250
Net increase (decrease)		650,150	$	16,260,250


	For the period from the Commencement of Operations through June 30, 2025
	Shares		Amount
Shares
Subscriptions		3,372,781	$	84,326,017
Net increase (decrease)		3,372,781	$	84,326,017

Subject to the approval of the Board, the Company is conducting the Private Offering, in reliance on exemptions from the registration requirements of the Securities Act. At each closing, an investor purchases Shares pursuant to a subscription agreement entered into with the Company.

Subscriptions will be accepted on a continuous basis and Shares will be issued at periodic closings at a per-share price generally equal to the Company’s NAV per Share as determined by the Board (or its appropriate committee) 48 hours prior to closing. The Company intends to issue Shares on a quarterly basis, subject to consideration of the investment opportunities that arise.

The following table summarizes each NAV per Share at which subscription closings occurred during the life-to-date period for Shares of beneficial interest as of the dates listed below:



	NAV Per Share
As of	Shares
December 31, 2024	$	25.00
March 3, 2025	$	25.00
March 31, 2025	$	25.01
June 30, 2025	$	25.27

The Company's Board expects to declare quarterly distributions. The Company paid cash distributions to its shareholders of record as of March 31, 2025 of $381,308 for the three months ended June 30, 2025. The Company paid cash distributions of $1,213,956 for the period from the Commencement of Operations through June 30, 2025, which included the quarterly distribution of $381,308 and the acquired distribution payable of $832,648 in association with the Formation Transaction.

On June 27, 2025, the Board declared a distribution of $0.50 per share for Shareholders of record as of June 30, 2025, for a total amount of $1,686,890. The distribution was paid on July 16, 2025.

No other distributions were made to Shareholders during the three months ended June 30, 2025 and the period from the Commencement of Operations through June 30, 2025.

The Company does not intend to list its Shares on a securities exchange and does not expect there to be a public market for its shares. As a result, investors’ ability to sell Shares will be limited.

Two years after the date on which the Company commenced the Private Offering, and at the discretion of the Board, the Company intends to commence a share repurchase program in which it intends to repurchase annually up to 10% of outstanding Shares (by number of Shares). Under the share repurchase program, to the extent the Company offers to repurchase Shares during an annual period, the Company expects to repurchase Shares pursuant to tender offers as of the applicable quarter-end using a purchase price equal to the NAV per Share as of the last calendar day of the applicable quarter, except that Shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). Any early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

The Board may amend or suspend the share repurchase program if, in its reasonable judgment, it deems such action to be in the Company’s best interest and the best interest of its shareholders, such as when a repurchase offer would place an undue burden on liquidity, adversely affect operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, Share repurchases may not be available annually. Should the Board suspend the share repurchase program, the Board will consider whether the continued suspension of the program is in the best interests of the Company and shareholders on a quarterly basis. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act.

The Company did not make any share repurchases for the period from the Commencement of Operations through June 30, 2025.