| Net Assets |
Note 9. Net Assets In connection with its formation, the Fund has the authority to issue an unlimited number of Common Shares at $0.01 per share par value. On March 13, 2023, the Fund satisfied the minimum offering requirement for the Offering and the Fund’s Board authorized the release of proceeds from escrow. On such date, the Fund issued and sold 4,084,292 Class I Common Shares, and the escrow agent released net proceeds of $102.1 million as payment for such shares, of which $32.0 million was from an affiliate of the Adviser. Under the Fund’s Declaration of Trust, all Common Shares have equal rights as to voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. The following table summarizes transactions in Common Shares during the three and six months ended June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2025 |
|
|
Six Months Ended June 30, 2025 |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
CLASS I |
|
|
|
|
|
|
|
|
|
|
|
|
Subscriptions |
|
|
4,895,058 |
|
|
$ |
124,500,923 |
|
|
|
10,174,576 |
|
|
$ |
260,519,166 |
|
Share transfers between classes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Distributions reinvested |
|
|
526,499 |
|
|
|
13,380,981 |
|
|
|
1,077,651 |
|
|
|
27,582,481 |
|
Share repurchases |
|
|
(241,805 |
) |
|
|
(6,148,463 |
) |
|
|
(450,491 |
) |
|
|
(11,478,484 |
) |
Early repurchase deduction |
|
|
— |
|
|
|
4,802 |
|
|
|
— |
|
|
|
8,748 |
|
Net increase (decrease) |
|
|
5,179,752 |
|
|
$ |
131,738,243 |
|
|
|
10,801,736 |
|
|
$ |
276,631,911 |
|
CLASS S |
|
|
|
|
|
|
|
|
|
|
|
|
Subscriptions |
|
|
9,412 |
|
|
|
237,639 |
|
|
|
31,244 |
|
|
|
800,583 |
|
Share transfers between classes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Distributions reinvested |
|
|
565 |
|
|
|
14,364 |
|
|
|
1,169 |
|
|
|
29,917 |
|
Share repurchases |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Early repurchase deduction |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net increase (decrease) |
|
|
9,977 |
|
|
$ |
252,003 |
|
|
|
32,413 |
|
|
$ |
830,500 |
|
CLASS D |
|
|
|
|
|
|
|
|
|
|
|
|
Subscriptions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Share transfers between classes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Distributions reinvested |
|
|
11 |
|
|
|
288 |
|
|
|
25 |
|
|
|
635 |
|
Share repurchases |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Early repurchase deduction |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net increase (decrease) |
|
|
11 |
|
|
$ |
288 |
|
|
|
25 |
|
|
$ |
635 |
|
Total net increase (decrease) |
|
|
5,189,740 |
|
|
$ |
131,990,534 |
|
|
|
10,834,174 |
|
|
$ |
277,463,046 |
|
The following table summarizes transactions in Common Shares during the three and six months ended June 30, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2024 |
|
|
Six Months Ended June 30, 2024 |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
CLASS I |
|
|
|
|
|
|
|
|
|
|
|
|
Subscriptions |
|
|
3,431,569 |
|
|
$ |
88,659,304 |
|
|
|
6,709,773 |
|
|
$ |
173,401,943 |
|
Share transfers between classes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Distributions reinvested |
|
|
298,681 |
|
|
|
7,722,148 |
|
|
|
544,209 |
|
|
|
14,069,401 |
|
Share repurchases |
|
|
(267,690 |
) |
|
|
(6,920,455 |
) |
|
|
(290,266 |
) |
|
|
(7,502,429 |
) |
Early repurchase deduction |
|
|
— |
|
|
|
2,098 |
|
|
|
— |
|
|
|
6,648 |
|
Net increase (decrease) |
|
|
3,462,560 |
|
|
$ |
89,463,095 |
|
|
|
6,963,716 |
|
|
$ |
179,975,563 |
|
CLASS S |
|
|
|
|
|
|
|
|
|
|
|
|
Subscriptions |
|
|
1,863 |
|
|
|
48,250 |
|
|
|
1,863 |
|
|
|
48,250 |
|
Share transfers between classes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Distributions reinvested |
|
|
10 |
|
|
|
243 |
|
|
|
19 |
|
|
|
480 |
|
Share repurchases |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Early repurchase deduction |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net increase (decrease) |
|
|
1,873 |
|
|
$ |
48,493 |
|
|
|
1,882 |
|
|
$ |
48,730 |
|
CLASS D |
|
|
|
|
|
|
|
|
|
|
|
|
Subscriptions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Share transfers between classes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Distributions reinvested |
|
|
11 |
|
|
|
259 |
|
|
|
20 |
|
|
|
512 |
|
Share repurchases |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Early repurchase deduction |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net increase (decrease) |
|
|
11 |
|
|
$ |
259 |
|
|
|
20 |
|
|
$ |
512 |
|
Total net increase (decrease) |
|
|
3,464,444 |
|
|
$ |
89,511,847 |
|
|
|
6,965,618 |
|
|
$ |
180,024,805 |
|
Net Asset Value per Share and Offering Price The Administrator determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following tables summarize each month-end NAV per share for Class I, Class S, and Class D Common Shares of beneficial interest during the six months ended June 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV Per Share |
|
For the Months Ended |
|
Class I |
|
|
Class S |
|
|
Class D |
|
January 31, 2025 |
|
$ |
25.82 |
|
|
$ |
25.82 |
|
|
$ |
25.82 |
|
February 28, 2025 |
|
|
25.74 |
|
|
|
25.74 |
|
|
|
25.74 |
|
March 31, 2025 |
|
|
25.54 |
|
|
|
25.52 |
|
|
|
25.54 |
|
April 30, 2025 |
|
|
25.27 |
|
|
|
25.25 |
|
|
|
25.27 |
|
May 31, 2025 |
|
|
25.43 |
|
|
|
25.41 |
|
|
|
25.43 |
|
June 30, 2025 |
|
|
25.41 |
|
|
|
25.39 |
|
|
|
25.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV Per Share |
|
For the Months Ended |
|
Class I |
|
|
Class S |
|
|
Class D |
|
January 31, 2024 |
|
$ |
25.82 |
|
|
$ |
25.82 |
|
|
$ |
25.82 |
|
February 29, 2024 |
|
|
25.92 |
|
|
|
25.92 |
|
|
|
25.92 |
|
March 31, 2024 |
|
|
25.78 |
|
|
|
25.78 |
|
|
|
25.78 |
|
April 30, 2024 |
|
|
25.84 |
|
|
|
25.84 |
|
|
|
25.84 |
|
May 31, 2024 |
|
|
25.89 |
|
|
|
25.89 |
|
|
|
25.89 |
|
June 30, 2024 |
|
|
25.85 |
|
|
|
25.85 |
|
|
|
25.85 |
|
Distributions and Distribution Reinvestment The following tables summarize the Fund’s distributions declared and payable for the six months ended June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I |
|
Declaration Date |
|
Record Date |
|
Payment Date |
|
Distribution Per Share |
|
|
Distribution Amount |
|
January 30, 2025 |
|
January 31, 2025 |
|
February 25, 2025 |
|
$ |
0.2175 |
|
|
$ |
7,038,118 |
|
February 28, 2025 |
|
February 28, 2025 |
|
March 24, 2025 |
|
|
0.2175 |
|
|
|
7,377,063 |
|
March 28, 2025 |
|
March 31, 2025 |
|
April 23, 2025 |
|
|
0.2175 |
|
|
|
7,804,151 |
|
April 28, 2025 |
|
April 30, 2025 |
|
May 22, 2025 |
|
|
0.2175 |
|
|
|
8,262,479 |
|
May 29, 2025 |
|
May 30, 2025 |
|
June 24, 2025 |
|
|
0.2175 |
|
|
|
8,606,253 |
|
June 27, 2025 |
|
June 30, 2025 |
|
July 23, 2025 |
|
|
0.2175 |
|
|
|
8,931,102 |
|
|
|
|
|
|
|
$ |
1.3050 |
|
|
$ |
48,019,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class S |
|
Declaration Date |
|
Record Date |
|
Payment Date |
|
Distribution Per Share |
|
|
Distribution Amount |
|
January 30, 2025 |
|
January 31, 2025 |
|
February 25, 2025 |
|
$ |
0.1993 |
|
|
$ |
11,062 |
|
February 28, 2025 |
|
February 28, 2025 |
|
March 24, 2025 |
|
|
0.1992 |
|
|
|
13,388 |
|
March 28, 2025 |
|
March 31, 2025 |
|
April 23, 2025 |
|
|
0.1993 |
|
|
|
13,733 |
|
April 28, 2025 |
|
April 30, 2025 |
|
May 22, 2025 |
|
|
0.1994 |
|
|
|
13,774 |
|
May 29, 2025 |
|
May 30, 2025 |
|
June 24, 2025 |
|
|
0.1996 |
|
|
|
15,700 |
|
June 27, 2025 |
|
June 30, 2025 |
|
July 23, 2025 |
|
|
0.1995 |
|
|
|
15,736 |
|
|
|
|
|
|
|
$ |
1.1963 |
|
|
$ |
83,393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class D |
|
Declaration Date |
|
Record Date |
|
Payment Date |
|
Distribution Per Share |
|
|
Distribution Amount |
|
January 30, 2025 |
|
January 31, 2025 |
|
February 25, 2025 |
|
$ |
0.2121 |
|
|
$ |
94 |
|
February 28, 2025 |
|
February 28, 2025 |
|
March 24, 2025 |
|
|
0.2121 |
|
|
|
94 |
|
March 28, 2025 |
|
March 31, 2025 |
|
April 23, 2025 |
|
|
0.2121 |
|
|
|
95 |
|
April 28, 2025 |
|
April 30, 2025 |
|
May 22, 2025 |
|
|
0.2122 |
|
|
|
96 |
|
May 29, 2025 |
|
May 30, 2025 |
|
June 24, 2025 |
|
|
0.2122 |
|
|
|
97 |
|
June 27, 2025 |
|
June 30, 2025 |
|
July 23, 2025 |
|
|
0.2122 |
|
|
|
98 |
|
|
|
|
|
|
|
$ |
1.2729 |
|
|
$ |
574 |
|
The following tables summarize the Fund’s distributions declared and payable for the six months ended June 30, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I |
|
Declaration Date |
|
Record Date |
|
Payment Date |
|
Distribution Per Share |
|
|
Distribution Amount |
|
January 29, 2024 |
|
January 31, 2024 |
|
February 23, 2024 |
|
$ |
0.2175 |
|
|
$ |
3,699,830 |
|
February 29, 2024 |
|
February 29, 2024 |
|
March 22, 2024 |
|
|
0.2175 |
|
|
|
3,913,427 |
|
March 29, 2024 |
|
March 31, 2024 |
|
April 22, 2024 |
|
|
0.2175 |
|
|
|
4,186,257 |
|
April 26, 2024 |
|
April 30, 2024 |
|
May 22, 2024 |
|
|
0.2175 |
|
|
|
4,465,411 |
|
May 29, 2024 |
|
May 31, 2024 |
|
June 25, 2024 |
|
|
0.2175 |
|
|
|
4,678,992 |
|
June 28, 2024 |
|
June 28, 2024 |
|
July 23, 2024 |
|
|
0.2175 |
|
|
|
4,992,714 |
|
|
|
|
|
|
|
$ |
1.3050 |
|
|
$ |
25,936,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class S |
|
Declaration Date |
|
Record Date |
|
Payment Date |
|
Distribution Per Share |
|
|
Distribution Amount |
|
January 29, 2024 |
|
January 31, 2024 |
|
February 23, 2024 |
|
$ |
0.1992 |
|
|
$ |
80 |
|
February 29, 2024 |
|
February 29, 2024 |
|
March 22, 2024 |
|
|
0.1992 |
|
|
|
80 |
|
March 29, 2024 |
|
March 31, 2024 |
|
April 22, 2024 |
|
|
0.1991 |
|
|
|
80 |
|
April 26, 2024 |
|
April 30, 2024 |
|
May 22, 2024 |
|
|
0.1995 |
|
|
|
81 |
|
May 29, 2024 |
|
May 31, 2024 |
|
June 25, 2024 |
|
|
0.1989 |
|
|
|
82 |
|
June 28, 2024 |
|
June 28, 2024 |
|
July 23, 2024 |
|
|
0.1995 |
|
|
|
454 |
|
|
|
|
|
|
|
$ |
1.1954 |
|
|
$ |
857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class D |
|
Declaration Date |
|
Record Date |
|
Payment Date |
|
Distribution Per Share |
|
|
Distribution Amount |
|
January 29, 2024 |
|
January 31, 2024 |
|
February 23, 2024 |
|
$ |
0.2121 |
|
|
$ |
84 |
|
February 29, 2024 |
|
February 29, 2024 |
|
March 22, 2024 |
|
|
0.2121 |
|
|
|
85 |
|
March 29, 2024 |
|
March 31, 2024 |
|
April 22, 2024 |
|
|
0.2121 |
|
|
|
86 |
|
April 26, 2024 |
|
April 30, 2024 |
|
May 22, 2024 |
|
|
0.2122 |
|
|
|
87 |
|
May 29, 2024 |
|
May 31, 2024 |
|
June 25, 2024 |
|
|
0.2120 |
|
|
|
87 |
|
June 28, 2024 |
|
June 28, 2024 |
|
July 23, 2024 |
|
|
0.2122 |
|
|
|
88 |
|
|
|
|
|
|
|
$ |
1.2727 |
|
|
$ |
517 |
|
With respect to distributions, the Fund has adopted an “opt out” distribution reinvestment plan for shareholders (other than shareholders residing in certain states that require an “opt in” plan). As a result, in the event of a declared cash distribution or other distribution, each shareholder that has not “opted out” of the distribution reinvestment plan will have their dividends or distributions automatically reinvested in additional shares rather than receiving cash distributions. Shareholders who receive distributions in the form of shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions. Shareholders located in Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Tennessee, Vermont and Washington, as well as those who are clients of certain participating brokers that do not permit automatic enrollment in the Fund’s distribution reinvestment plan, will automatically receive their distributions in cash unless they elect to participate in its distribution reinvestment plan and have their cash distributions reinvested in additional Common Shares. Share Repurchase Program At the discretion of the Board, the Fund has commenced a share repurchase program in which the Fund may repurchase, in each quarter, up to 5% of the NAV of the Fund’s Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board may amend, suspend or terminate the share repurchase program if it deems such action to be in the Fund’s best interest and the best interest of the Fund’s shareholders. As a result, share repurchases may not be available each quarter. The Fund expects to repurchase shares pursuant to tender offers each quarter 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”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived, at the Fund’s discretion, in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining shareholders. The Fund intends to conduct the repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by the Fund pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares. The following table summarizes the share repurchases completed during the six months ended June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Deadline Request |
|
Percentage of Outstanding Shares the Fund Offered to Repurchase |
|
Price Paid Per Share |
|
|
Repurchase Pricing Date |
|
Amount Repurchased (all classes)(1) |
|
|
Number of Shares
Repurchased (all classes) |
|
|
Percentage of Outstanding Shares Repurchased(2) |
February 28, 2025 |
|
5% |
|
$ |
25.54 |
|
|
March 31, 2025 |
|
$ |
5,326,075 |
|
|
|
208,686 |
|
|
0.69% |
May 30, 2025 |
|
5% |
|
$ |
25.41 |
|
|
June 30, 2025 |
|
$ |
6,143,661 |
|
|
|
241,805 |
|
|
0.68% |
(1)Amount shown net of Early Repurchase Deduction. (2)Percentage is based on total shares as of the close of the previous calendar quarter. All repurchase requests were satisfied in full. The following table summarizes the share repurchases completed during the six months ended June 30, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Deadline Request |
|
Percentage of Outstanding Shares the Fund Offered to Repurchase |
|
Price Paid Per Share |
|
|
Repurchase Pricing Date |
|
Amount Repurchased (all classes)(1) |
|
|
Number of Shares
Repurchased (all classes) |
|
|
Percentage of Outstanding Shares Repurchased(2) |
February 29, 2024 |
|
5% |
|
$ |
25.78 |
|
|
March 29, 2024 |
|
$ |
577,424 |
|
|
|
22,576 |
|
|
0.14% |
May 31, 2024 |
|
5% |
|
$ |
25.85 |
|
|
June 28, 2024 |
|
$ |
6,918,357 |
|
|
|
267,690 |
|
|
1.18% |
(1)Amount shown net of Early Repurchase Deduction. (2)Percentage is based on total shares as of the close of the previous calendar quarter. All repurchase requests were satisfied in full. |