Risks Relating to the Company’s Business and Structure

The Company has a limited operating history.

The Company commenced operations on April 3, 2023. As a result, the Company has limited financial information on which you can evaluate an investment in the Company or the Company’s prior performance. The Company is subject to all of the business risks and uncertainties associated with any recently formed business, including the risk that the Company will not achieve its investment objectives and that the value of your investment could decline substantially or your investment could become worthless.

The Company is dependent upon key personnel of the Advisor, the Sub-Advisor and StepStone Group for the Company’s future success. If the Advisor, the Sub-Advisor or StepStone Group were to lose any of its key personnel, the Company’s ability to achieve its investment objectives could be significantly harmed.

The Company depends on the diligence, skill and network of business contacts of the senior investment professionals of the Advisor, the Sub-Advisor and StepStone Group to achieve its investment objectives. The Advisor’s, the Sub-Advisor’s and StepStone Group’s team of investment professionals evaluates, negotiates, structures, closes and monitors the Company’s investments in accordance with the terms of the Advisory Agreement and the Sub-Advisory Agreement. The Company can offer no assurance, however, that the Advisor’s, the Sub-Advisor’s or StepStone Group’s investment professionals will continue to provide investment advice to the Company.

The Advisor (with the support of StepStone Group) and the Sub-Advisor (subject to the Advisor’s supervision under the Sub-Advisory Agreement) have primary responsibility for ongoing research, recommendations, and portfolio management regarding the Company’s investment portfolio. The loss of any of the individuals comprising the Investment Committee or other senior investment professionals of the Advisor or any other senior investment professionals of the Sub-Advisor may limit the Company’s ability to achieve its investment

objectives and operate its business. This could have a material adverse effect on our financial condition, results of operations and cash flows.

The Company’s business model depends to a significant extent upon strong referral relationships. Any inability of the Advisor’s Investment Committee or other investment professionals at StepStone Group or the Sub-Advisor to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect the Company’s business.

The Company depends upon the Advisor’s Investment Committee and other investment professionals at StepStone Group, as well as upon the senior investment professionals at the Sub-Advisor, to maintain their relationships with Lending Sources, private equity sponsors, placement agents, investment banks, management groups and other financial institutions, and the Company will rely to a significant extent upon these relationships to provide it with potential investment opportunities. If the Advisor’s Investment Committee or such senior investment professionals fail to maintain such relationships, or to develop new relationships with other sources of investment opportunities, the Company will not be able to grow its investment portfolio. In addition, individuals with whom the Advisor’s Investment Committee and such other senior investment professionals at the Advisor, Sub-Advisor and/or StepStone Group have relationships are not obligated to provide them with investment opportunities, and the Company can offer no assurance that these relationships will generate investment opportunities for the Company in the future.

The Company’s financial condition, results of operations and cash flows will depend on the Advisor's ability to manage its business effectively.

The Company’s ability to achieve its investment objectives will depend on the Advisor's ability to manage its business and to grow its investments and earnings. This will depend, in turn, on the Advisor’s Investment Committee’s and the Sub-Advisor’s ability to identify, invest in and monitor portfolio companies that meet the Company’s investment criteria. The achievement of the Company’s investment objectives on a cost-effective basis will depend upon the Advisor’s and the Sub-Advisor’s execution of their investment process, their ability to provide competent, attentive and efficient services to the Company and the Company’s access to financing on acceptable terms. The Advisor, the Advisor’s Investment Committee, and the Sub-Advisor will have substantial responsibilities in connection with the management of other investment funds, accounts and investment vehicles. The Advisor may be called upon to provide managerial assistance to the Company’s portfolio companies. These activities may distract senior investment professionals from sourcing new investment opportunities for the Company or slow the Company’s rate of investment. Any failure to manage the Company’s business and its future growth effectively could have a material adverse effect on its business, financial condition, results of operations and cash flows.

There are significant potential conflicts of interest that could negatively affect the Company’s investment returns.

Personnel of the Advisor, the Sub-Advisor and StepStone Group, including members of the Advisor’s Investment Committee, serve, or may serve, as officers, directors, members, or principals of entities that operate in the same or a related line of business as the Company, or of investment funds, accounts, or investment vehicles managed by the Advisor or the Sub-Advisor. Similarly, the Advisor, the Sub-Advisor and their respective affiliates may have other clients with similar, different or competing investment objectives. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the best interests of the Company or its shareholders.

In addition, there may be times when the Advisor, the Sub-Advisor, StepStone Group or their respective investment professionals, including the Advisor’s Investment Committee, have interests that differ from those of the Company’s shareholders, giving rise to a conflict of interest. Although the Advisor and the Sub-Advisor will endeavor to handle these investment and other decisions in a fair and equitable manner, the Company and its shareholders could be adversely affected by these decisions. Moreover, given the subjective nature of the investment and other decisions made by the Advisor on the Company’s behalf, the Company may be unable to adequately monitor these potential conflicts of interest between the Company and the Advisor and/or the Sub-Advisor; however, the Board, including its independent members, will review conflicts of interest in connection with its review of the performance of the Advisor and the Sub-Advisor. As a BDC, the Company may also be prohibited under the 1940 Act from knowingly participating in certain transactions with its affiliates, including the Company’s officers, directors, investment adviser and sub-adviser, principal underwriters and certain of their affiliates, without the prior approval of the members of board of directors who are not interested persons and, in some cases, prior approval by the SEC through an exemptive order (other than pursuant to current regulatory guidance).

The Advisor’s Investment Committee, the Sub-Advisor and StepStone Group may, from time to time, possess material non-public information, limiting the Company’s investment discretion.

The Advisor’s Investment Committee and senior investment professionals at the Sub-Advisor and StepStone Group may serve as directors of, or in a similar capacity with, portfolio companies in which the Company invests, the securities of which are purchased or sold on the Company’s behalf. In the event that material nonpublic information is obtained with respect to such companies, or the

Company becomes subject to trading restrictions under the internal trading policies of those companies or as a result of applicable law or regulations, the Company could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have an adverse effect on the Company.

The Company’s incentive fees may induce the Advisor to incur additional leverage.

Generally, the incentive fee payable by the Company to the Advisor may create an incentive for the Advisor to use the additional available leverage. For example, because the incentive fee on net investment income is calculated as a percentage of the Company’s net assets subject to a hurdle, having additional leverage available may encourage the Advisor to use leverage to increase the leveraged return on the Company’s investment portfolio. To the extent additional leverage is available at favorable rates, the Advisor could use leverage to increase the size of the Company’s investment portfolio to generate additional income, which may make it easier to meet the incentive fee hurdle. In addition, an increase in interest rates would make it easier to meet or exceed the incentive fee hurdle rate and may result in a substantial increase in the amount of incentive fees payable to the Advisor with respect to Pre-Incentive Fee Net Investment Income. Because of the structure of the Incentive Fee, it is possible that the Company may pay an Incentive Fee in a calendar quarter in which it incurs an overall loss taking into account capital account losses. For example, if the Company receives Pre-Incentive Fee Net Investment Income in excess of the quarterly hurdle rate, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that calendar quarter due to realized and unrealized capital losses.

The Board is charged with protecting the Company’s interests by monitoring how the Advisor addresses these and other conflicts of interest associated with its management services and compensation. While the Board is not expected to review or approve each investment decision, borrowing or incurrence of leverage, the Board’s independent members will periodically review the Advisor’s services and fees as well as its Investment Committee decisions and portfolio performance. In connection with these reviews, the Board’s independent members will consider whether the Company’s fees and expenses (including those related to leverage) remain appropriate.

The Company’s incentive fee may induce the Advisor to make speculative investments.

The Company pays the Advisor an incentive fee based, in part, upon net capital gains realized on the Company’s investments. Unlike that portion of the incentive fee based on income, there is no hurdle rate applicable to the portion of the incentive fee based on net capital gains. Additionally, under the incentive fee structure, the Advisor may benefit when capital gains are recognized and, because the Advisor will determine when to sell a holding, the Advisor will control the timing of the recognition of such capital gains. As a result, the Advisor may have a tendency to invest more capital in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could result in the Company investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.

The Company operates in a highly competitive market for investment opportunities, which could reduce returns and result in losses.

A number of entities compete with the Company to make the types of investments that the Company makes. The Company competes with public and private funds, commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of the Company’s competitors are substantially larger and have considerably greater financial, technical and marketing resources than the Company. For example, the Company believes some of its competitors may have access to funding sources that are not available to it. In addition, some of its competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than the Company. Furthermore, many of the Company’s competitors are not subject to the regulatory restrictions that the 1940 Act imposes on it as a BDC or the source-of-income, asset diversification and distribution requirements it must satisfy to qualify and maintain its qualification as a RIC. The competitive pressures the Company faces may have a material adverse effect on its business, financial condition, results of operations and cash flows. As a result of this competition, the Company may not be able to take advantage of attractive investment opportunities from time to time, and the Company may not be able to identify and make investments that are consistent with its investment objectives.

With respect to the investments the Company makes, the Company does not seek to compete based primarily on the interest rates it offers, and the Company believes that some of its competitors may make loans with interest rates that are lower than the rates it offers. With respect to all investments, the Company may lose some investment opportunities if it does not match its competitors’ pricing, terms and structure. However, if the Company matches its competitors’ pricing, terms and structure, it may experience decreased net interest income, lower yields and increased risk of credit loss. The Company may also compete for investment opportunities with investment funds, accounts and investment vehicles managed by the Advisor, the Sub-Advisor or their respective affiliates. Although the Advisor will allocate opportunities in accordance with its policies and procedures, allocations to such investment funds, accounts and investment vehicles will reduce the amount and frequency of opportunities available to the Company and may not be in the best interests of the Company and its shareholders.

The private credit market and alternative asset managers face heightened regulatory scrutiny, which could adversely affect our business, increase our compliance costs, and expose us to regulatory risk.

The financial services industry, including alternative asset managers and credit funds, is subject to heightened and increasing regulatory scrutiny and enforcement activity, and some regulators (including the International Organization of Securities Commissions and the Financial Stability Board) have called for regulators to consider systemic risk, transparency, leverage, liquidity, and conflicts issues arising from rapid growth in private finance. Regulators may introduce further requirements in the future, and investigations, enforcement, or related compliance changes could increase costs, divert management time, harm our reputation, and adversely affect our business, financial condition, and results of operations.

We may be subject to extensive regulatory oversight and examinations and may receive inquiries or investigations (including on conflicts of interest or industry practices), which can impose costs, divert management attention, create reputational harm, and place us at a competitive disadvantage. The Advisor and its affiliates are subject to regulation and scrutiny and may face examinations, inquiries, investigations, proceedings, sanctions, and related adverse publicity, costs, and reputational harm, which could adversely affect the Advisor’s business and, in turn, the Company.

New or revised SEC or other regulations or changes in interpretation or enforcement could increase our compliance burden (including disclosure obligations, potentially relating to sustainability matters), increase costs, require new technology or senior management attention, and adversely affect profitability, and the full impact of new laws or initiatives is difficult to determine.

The Company will be subject to corporate-level income tax if it is unable to maintain its tax treatment as a RIC under Subchapter M of the Code.

To maintain its tax treatment as a RIC under Subchapter M of the Code, the Company must meet certain source-of-income, asset diversification and distribution requirements. The distribution requirement for a RIC is satisfied if the Company distributes at least 90% of its net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to its shareholders on an annual basis. Because the Company has incurred debt, and expects to continue to incur debt, it will be subject to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict it from making distributions necessary to maintain its tax treatment as a RIC. If the Company is unable to obtain cash from other sources, it may fail to maintain its tax treatment as a RIC and, thus, may be subject to corporate-level income tax. To maintain its tax treatment as a RIC, the Company must also meet certain asset diversification requirements at the end of each calendar quarter. Failure to meet these tests may result in the Company having to dispose of certain investments quickly in order to prevent the loss of its tax treatment as a RIC. Because most of the Company’s investments will be in private or thinly-traded public companies, any such dispositions may be made at disadvantageous prices and may result in substantial losses. No certainty can be provided that the Company will satisfy the asset diversification requirements or the other requirements necessary to maintain its tax treatment as a RIC. If it fails to maintain its tax treatment as a RIC for any reason and becomes subject to corporate income tax, the resulting corporate income taxes could substantially reduce the Company's net assets, the amount of income available for distributions to its shareholders and the amount of funds available for new investments.

There may be potential adverse tax consequences for non-U.S. shareholders with respect to an investment in the Company in his, her or its jurisdiction of tax residence.

Depending on (1) the laws of such non-U.S. shareholder’s jurisdiction of tax residence, (2) how the Company is treated in such jurisdiction, and (3) the Company’s activities, an investment in the Company could result in such non-U.S. shareholder recognizing adverse tax consequences in its jurisdiction of tax residence, including with respect to any generally required or additional tax filings and/or additional disclosure required in such filings in relation to the treatment for tax purposes in the relevant jurisdiction of an interest in the Company and/or of distributions from the Company and any uncertainties arising in that respect (the Company not being established under the laws of the relevant jurisdiction), the possibility of taxable income significantly in excess of cash distributed to a non-U.S. shareholder, and possibly in excess of the Company’s actual economic income, the possibilities of losing deductions or the ability to utilize tax basis and of sums invested being returned in the form of taxable income or gains, and the possibility of being subject to tax at unfavorable tax rates. A non-U.S. shareholder could also be subject to restrictions on the use of its share of the Company’s deductions and losses in its jurisdiction of tax residence. Each prospective investor is urged to consult its own tax advisers with respect to the tax and tax filing consequences, if any, in its jurisdiction of tax residence of an investment in the Company, as well as any other jurisdiction in which such prospective investor is subject to taxation.

Legislative or regulatory tax changes could have an adverse impact on the Company and its shareholders.

At any time, the federal income tax laws governing RICs or the administrative interpretations of those laws or regulations may be amended. Any new laws, regulations or interpretations may take effect retroactively and could adversely affect the taxation of the

Company or its shareholders. Therefore, changes in tax laws, regulations or administrative interpretations or any amendments thereto could diminish the value of an investment in the Shares or the value or the resale potential of the Company’s investments.

The Company may have difficulty paying its required distributions if it recognizes income before, or without, receiving cash representing such income.

For U.S. federal income tax purposes, the Company includes in income certain amounts that it has not yet received in cash, such as the accrual of original issue discount. This may arise if the Company receives warrants in connection with the making of a loan and in other circumstances, or through contracted PIK interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Such original issue discount, which could be significant relative to its overall investment activities and increases in loan balances as a result of contracted PIK arrangements are included in income before it receives any corresponding cash payments. The Company also may be required to include in income certain other amounts that it will not receive in cash.

Since in certain cases the Company may recognize income before or without receiving cash representing such income, the Company may have difficulty meeting the requirement to distribute at least 90% of its net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to qualify and thereafter maintain its tax treatment as a RIC. In such a case, the Company may have to sell some of its investments at times it would not consider advantageous or raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If the Company is not able to obtain such cash from other sources, it may fail to qualify and thereafter maintain its tax treatment as a RIC and thus be subject to corporate-level income tax.

Investments with certain deferred interest features will increase the amount of base management fees and incentive fees payable by the Company to the Advisor.

Certain of the Company’s debt investments contain provisions providing for PIK interest payments and/or OID. Because PIK interest results in an increase in the size of the loan balance of the underlying loan, the receipt by the Company of PIK interest will have the effect of increasing its assets under management. As a result, because the base management fee that the Company pays to the Advisor is based on the value of the Company’s net assets, the receipt by the Company of PIK interest may result in an increase in the amount of the base management fee payable by the Company. In addition, any such increase in a loan balance due to the receipt of PIK interest may cause such loan to accrue interest on the higher loan balance, which may result in an increase in the Company’s pre-incentive fee net investment income and, as a result, an increase in incentive fees that are payable by the Company to the Advisor.

In addition, under these types of investments, we accrue interest during the life of the loan on the PIK interest payment and/or OID but do not receive the cash income from the investment until the end of the term. However, our Pre-Incentive Fee Net Investment Income, which is used to calculate the income portion of our Incentive Fee, includes accrued interest. Thus, a portion of this incentive fee is based on income that we have not yet received in cash, such as a PIK interest payment and/or OID, which creates the risk of non-refundable cash payments to the Advisor based on non-cash accruals that may never be realized.

There are certain risks associated with the inclusion of non-cash income in taxable and accounting income prior to receipt of cash.

To the extent we make investments that produce income that is not matched by a corresponding cash receipt by us, such as OID instruments, which may arise, for example, if we receive warrants in connection with the making of a loan, or PIK interest representing contractual interest added to the loan principal balance and due at the end of the loan term, investors will be exposed to the risks associated with the inclusion of such non-cash income in taxable and accounting income prior to receipt of cash, including the following:

Regulations governing the Company’s operation as a BDC will affect its ability to, and the way in which it, raises additional capital. As a BDC, the necessity of raising additional capital may expose the Company to risks, including the typical risks associated with leverage.

The Company may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which the Company refers to collectively as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, the Company is permitted as a BDC that has satisfied certain requirements to issue senior securities in amounts such that its asset coverage ratio, as defined in the 1940 Act, equals at least 150% of its gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. If the value of the Company’s assets declines, the Company may be unable to satisfy this test. If that happens, the Company would not be able to borrow additional funds until it was able to comply with the 150% asset coverage ratio applicable to it under the 1940 Act. Also, any amounts that the Company uses to service its indebtedness would not be available for distributions to its shareholders. For as long as the Company has senior securities outstanding, it will be exposed to typical risks associated with leverage, including an increased risk of loss.

Because the Company has financed, and expects to finance its investments with borrowed money, the potential for gain or loss on amounts invested in the Company is magnified and may increase the risk of investing in the Company.

The use of leverage magnifies the potential for gain or loss on amounts invested. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in the Shares. To the extent that the Company or its subsidiaries use leverage to partially finance investments through banks, insurance companies and other lenders, investors will experience increased risks of investing in the Shares. Lenders of these funds will have fixed dollar claims on the Company’s assets that would be superior to the claims of the Company’s shareholders, and the Company would expect such lenders to seek recovery against its assets in the event of a default.

In addition, under the terms of any borrowing facility or other debt instrument that the Company has entered into or may enter into, the Company may be required to use the net proceeds of any investments that it sells to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses. If the value of the Company’s assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had the Company not leveraged, thereby magnifying losses or eliminating its stake in a leveraged investment. Similarly, any decrease in the Company’s revenue or income will cause its net income to decline more sharply than it would have had it not borrowed. Such a decline would also negatively affect its ability to make distributions with respect to the Shares. The Company’s ability to service any debt depends largely on its financial performance and is subject to prevailing economic conditions and competitive pressures. In addition, the Company’s shareholders will bear the burden of any increase in the Company's expenses as a result of its use of leverage, including interest expenses.

The Company is generally required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of its borrowings and any preferred stock that it may issue in the future, of at least 150%. If this ratio declines below 150%, the Company will not be able to incur additional debt until it is able to comply with the 150% asset coverage ratio applicable to it under the 1940 Act. This could have a material adverse effect on its operations, and the Company may not be able to make distributions. The amount of leverage that the Company employs will depend on the Advisor’s and the Board’s assessment of market and other factors at the time of any proposed borrowing. The Company cannot assure investors that it will be able to obtain or refinance credit at all or on terms acceptable or favorable to it.

In addition, the Company’s current and future debt facilities impose or will likely impose financial and operating covenants that restrict its business activities, including limitations that hinder its ability to finance additional loans and investments or to make the distributions required to maintain its qualification as a RIC under the Code.

Substantially all of the Company’s or its wholly-owned subsidiaries’ assets may be required to be subject to security interests under debt financing arrangements and, if the Company or such subsidiary defaults on its obligations thereunder, the Company may suffer adverse consequences, including foreclosure on its assets.

Substantially all of the Company’s assets, including assets held by any of its SPV subsidiaries, may be required to be pledged as collateral under the Company’s financing arrangements. If the Company or the relevant SPV subsidiary defaults on its obligations under such financing arrangements, the lenders may have the right to foreclose upon and sell, or otherwise transfer, the collateral subject to their security interests. In such event, the Company may be forced to sell its investments to raise funds to repay its outstanding borrowings to avoid foreclosure and these forced sales may be at times and at prices the Company would not consider advantageous. Moreover, such deleveraging of the Company could significantly impair its ability to effectively operate its business as previously planned. As a

result, the Company could be forced to curtail or cease new investment activities and lower or eliminate the dividends paid to its shareholders.

Because the Company uses debt to finance its investments and may in the future incur additional borrowings or issue additional senior securities, including preferred stock and debt securities, if market interest rates increase, its cost of capital could increase, which could reduce its net investment income.

Because the Company borrows money to make investments and may in the future incur additional borrowings or issue additional senior securities including preferred stock and debt securities, its net investment income will depend, in part, upon the difference between the rate at which it borrows funds and the rate at which it invests those funds. As a result, the Company can offer no assurance that a significant change in market interest rates would not have a material adverse effect on its net investment income. In periods of rising interest rates, the Company’s cost of funds would increase, which could reduce its net investment income. The Company may use interest rate risk management techniques in an effort to limit its exposure to interest rate fluctuations. The Company has utilized, and may continue to utilize, instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to more closely align the interest rates of the Company’s liabilities with the investment portfolio or to hedge against fluctuations in the relative values of its portfolio positions from changes in currency exchange rates and market interest rates to the extent permitted by the 1940 Act. However, there is no assurance that such techniques will be effective or that the Company will be able to employ them consistently with its regulatory constraints.

Provisions of the Company’s borrowing facilities may limit the Company’s discretion in operating its business.

The Company’s secured borrowing facilities are and will be backed by all or a portion of the Company’s or its respective SPV subsidiaries’ loans and securities on which the lenders have a security interest. The Company or its SPV subsidiaries may pledge up to 100% of their respective assets and may grant a security interest in all of such assets under the terms of any debt instrument entered into with lenders. Any such security interests will be set forth in a guarantee and security agreement or similar agreement and evidenced by the filing of financing statements by the agent for the lenders. In addition, the custodian for its securities serving as collateral for such loans will generally include in its electronic systems notices indicating the existence of such security interests and, following notice of occurrence of an event of default, if any, and during its continuance, will only accept transfer instructions with respect to any such securities from the lender or its designee. If the Company or its SPV subsidiaries were to default under the terms of any debt instrument, the agent for the applicable lenders would generally be able to assume control of the timing of disposition of any or all of the assets securing such debt, which would have a material adverse effect on its business, financial condition, results of operations and cash flows.

In addition, any security interests as well as negative covenants under any borrowing facility may limit the Company’s ability to incur additional liens or debt and may make it difficult for it to restructure or refinance indebtedness at or prior to maturity or obtain additional debt or equity financing.

In addition, under any borrowing facility, the Company or its SPV subsidiaries will be subject to limitations as to how borrowed funds may be used, which may include restrictions on geographic and industry concentrations, loan size, payment frequency and status, average life, collateral interests and investment ratings, as well as regulatory restrictions on leverage which may affect the amount of funding that may be obtained. Moreover, amounts available for borrowing under any Company or SPV borrowing facility may be subject to borrowing base limitations that apply specific advance rates to assets held by the Company or the applicable SPV under the applicable financing arrangement and such available borrowing amounts may be subject to limitations with respect to the loans securing the facility, which may affect the borrowing base and therefore amounts available to borrow. A deterioration in the credit quality, value, or eligibility of assets held by the Company or the applicable SPV could reduce the borrowing base, limiting the Company’s access to liquidity under this facility at a time when the Company may require it.

There may also be certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, a violation of which could limit further advances and, in some cases, result in an event of default. Furthermore, the Company expects that the terms of its financing arrangements may contain a covenant requiring it to qualify and thereafter maintain compliance with RIC provisions at all times, subject to certain remedial provisions. Thus, a failure to maintain compliance with RIC provisions could result in an event of default under the financing arrangement. An event of default under any borrowing facility could result in an accelerated maturity date for all amounts outstanding thereunder and result in a cross-default under the Company’s other financing arrangements, any of which could have a material adverse effect on the Company’s business and financial condition. This could reduce the Company’s revenues and, by delaying any cash payment allowed to it under any borrowing facility until the lenders have been paid in full, reduce the Company’s liquidity and cash flow and impair its ability to grow its business and maintain its qualification as a RIC.

The Company may in the future determine to fund a portion of its investments with preferred stock, which would magnify the potential for gain or loss and the risks of investing in the Company in the same way as borrowings.

Preferred stock, which is another form of leverage, has the same risks to the Company’s shareholders as borrowings because the dividends on any preferred stock the Company issues must be cumulative. Payment of such dividends and repayment of the liquidation preference of such preferred stock must take preference over any dividends or other payments to our common shareholders, and preferred shareholders are not subject to any of the Company’s expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference.

Adverse developments in the credit markets may impair the Company’s ability to enter into any other future borrowing facility or to restructure or refinance indebtedness at or prior to maturity or obtain additional debt financing.

In past economic downturns and during other times of extreme market volatility, many commercial banks and other financial institutions stopped lending or significantly curtailed their lending activity. In addition, in an effort to stem losses and reduce their exposure to segments of the economy deemed to be high risk, some financial institutions limited routine refinancing and loan modification transactions and even reviewed the terms of existing facilities to identify bases for accelerating the maturity of existing lending facilities. If these conditions recur, it may be difficult for the Company to obtain desired financing to finance the growth of its investments on acceptable economic terms, or at all.

If the Company is unable to consummate credit facilities on commercially reasonable terms or to restructure or refinance indebtedness at or prior to maturity, its liquidity may be reduced significantly. If the Company is unable to repay amounts outstanding under any facility it may enter into and is declared in default or is unable to renew or refinance any such facility, it would limit the Company’s ability to initiate significant originations, make investments or to otherwise operate its business in the normal course. These situations may arise due to circumstances that the Company may be unable to control, such as inaccessibility of the credit markets, a severe decline in the value of the U.S. dollar, a further economic downturn or an operational problem that affects third parties or the Company and could materially damage its business. Moreover, the Company is unable to predict when economic and market conditions may become more favorable. Even if such conditions improve broadly and significantly over the long term, adverse conditions in particular sectors of the financial markets could adversely impact the Company’s business.

As required by the 1940 Act, a significant portion of our investment portfolio is and will be recorded at fair value as determined in good faith and, as a result, there is and will be uncertainty as to the value of our portfolio investments.

Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined pursuant to policies adopted by, and subject to the oversight of, our Board. There is not a public market for the securities of the privately held companies in which we invest. Most of our investments will not be publicly traded or actively traded on a secondary market. As a result, the Advisor values these securities at least quarterly at fair value as determined in good faith as required by the 1940 Act. In connection with striking a NAV as of the last day of a month that is not also the last day of a calendar quarter, the Advisor will consider whether there has been a material change to such investments as to affect their fair value, but such analysis will be more limited than the quarter-end process.

Certain factors that may be considered in determining the fair value of our investments include dealer quotes for securities traded on the secondary market for institutional investors, the nature and realizable value of any collateral, the portfolio company’s earnings and its ability to make payments on its indebtedness, the markets in which the portfolio company does business, comparisons to comparable publicly traded companies, discounted cash flows and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these non-traded securities existed. Due to this uncertainty, the Advisor’s fair value determinations may cause our NAV on a given date to materially understate or overstate the value that we may ultimately realize upon the sale of one or more of our investments. As a result, investors purchasing our securities based on an overstated net asset value would pay a higher price than the value of our investments might warrant. Conversely, investors selling Shares during a period in which the net asset value understates the value of our investments will receive a lower price for their Shares than the value of our investments might warrant.

In addition, investors will not know the then-current NAV applicable on the effective date of the share purchase and investors will not know the exact price of Shares in any quarterly tender offer conducted by the Company until after the expiration of the applicable tender offer, which may result in an investor receiving Shares, or tendering Shares, based on an NAV that varies from the NAV per share available publicly at the time the relevant investor submitted their purchase order or tendered their Shares, as applicable.

The Company may expose itself to risks if it engages in hedging transactions.

The Company has utilized, and may continue to utilize, instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to more closely align the interest rates of the Company’s liabilities with its investment portfolio or to hedge against fluctuations in the relative values of its portfolio positions from changes in currency exchange rates and market interest rates. Use of these hedging instruments may expose us to counter-party credit risk. Hedging against a decline in the values of its portfolio

positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the portfolio positions should increase. Moreover, it may not be possible to hedge against an exchange rate or interest rate fluctuation that is generally anticipated at an acceptable price. Engaging in hedging transactions may reduce cash available to pay distributions to our shareholders.

The Company anticipates holding assets denominated in currencies other than U.S. Dollars and intends, but is not required to, enter into foreign exchange transactions selectively with the aim of enhancing or maintaining the value of the Company’s investment in absolute terms. If this currency exposure is unhedged, the value of the Company’s investment will fluctuate with exchange rates as well as with price changes of the Company’s investments in the relevant markets and currencies.

Regulations limit our investment discretion to invest in derivatives transactions.

Rule 18f-4 of the 1940 Act limits a fund’s derivatives exposure through a value-at-risk test and requires the adoption and implementation of a derivatives risk management program for certain derivatives users. The Company expects to be a “limited derivatives user” under Rule 18f-4. Subject to certain conditions, limited derivatives users are not subject to the full requirements of Rule 18f-4.

As a BDC, we are permitted to enter into unfunded commitment agreements, and, if we fail to meet certain requirements, we will be required to treat such unfunded commitments as derivative transactions, subject to leverage limitations, which may limit our ability to use derivatives and/or enter into certain other financial contracts.

Under Rule 18f-4 under the 1940 Act, BDCs that make significant use of derivatives are required to operate subject to a value-at-risk leverage limit, adopt a derivatives risk management program and appoint a derivatives risk manager, and comply with various testing and board reporting requirements. These requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined under the rule. We currently operate as a “limited derivatives user” which may limit our ability to use derivatives and/or enter into certain other financial contracts.

In addition, under Rule 18f-4, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as they become due. Unfunded commitment agreements entered into by a BDC in compliance with this condition will not be considered for purposes of computing asset coverage for purposes of compliance with the 1940 Act with respect to our use of leverage as well as derivatives and/or other financial contracts.

The Company and its portfolio companies may be subjected to potential adverse effects of new or modified laws or regulations.

The Company and its portfolio companies are subject to regulation at the local, state, federal and, in some cases, foreign levels. These laws and regulations, as well as their interpretation, are likely to change from time to time, and new laws and regulations may be enacted. Accordingly, any change in these laws or regulations, changes in their interpretation, or newly enacted laws or regulations, or any failure by the Company or its portfolio companies to comply with these laws or regulations, could require changes to certain of the Company’s or its portfolio companies’ business practices, negatively impact the Company’s or its portfolio companies’ operations, cash flows or financial condition, impose additional costs on the Company or its portfolio companies or otherwise adversely affect the Company’s business or the business of its portfolio companies. In addition to the legal, tax and regulatory changes that are expected to occur, there may be unanticipated changes. The legal, tax and regulatory environment for BDCs, investment advisers and the instruments that they utilize (including derivative instruments) is continuously evolving.

Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank credit extension could negatively impact the Company’s operations, cash flows or financial condition, impose additional costs on the Company, intensify the regulatory supervision of the Company or otherwise adversely affect the Company’s business.

Uncertainty about presidential administration initiatives could negatively impact our business, financial condition and results of operations.

There is significant uncertainty with respect to legislation, regulation and government policy at the federal level, as well as the state and local levels. Recent events have created a climate of heightened uncertainty and introduced new and difficult-to-quantify macroeconomic and political risks with potentially far-reaching implications. The presidential administration’s changes to U.S. policy may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S. regulatory environment, inflation and other areas. Although we cannot predict the impact, if any, of these changes

to our business, they could adversely affect the Company’s business, financial condition, operating results and cash flows. Until we know what policy changes are made and how those changes impact the Company’s business and the business of its competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.

Changes to United States tariff and import/export regulations may have a negative effect on the Company’s portfolio companies.

There have been significant changes to United States trade policies, treaties and tariffs, and in the future there may be additional significant changes. These and any future developments, or the perception that any of them could occur, and continued uncertainty surrounding trade policies, treaties and tariffs, may have a material adverse effect on global economic conditions, inflation and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Tariff announcements and ongoing trade negotiations have contributed to uncertainty and volatility in debt and equity markets. Increased tariffs, counter-measures, or other trade barriers could increase costs, decrease margins, and reduce the competitiveness of products and services offered by our portfolio companies, particularly where portfolio companies rely on imported goods. Retaliatory tariffs (including by China) and continued uncertainty around trade policies may adversely affect global economic conditions, inflation, and financial market stability, reduce global trade, and increase costs and supply-chain disruption for our portfolio companies, which could depress economic activity and materially adversely affect our business, financial condition, and results of operations. Difficult market and geopolitical conditions, including changes in trade policies, the imposition of new tariffs or increases in existing tariffs, legal challenges, or currency manipulation, could adversely affect the market conditions in which we operate, negatively impact the businesses in which we invest directly or indirectly, and, in turn, have a material adverse impact on our business, operating results and financial condition.

Because the Company intends to distribute substantially all of its income to its shareholders to maintain our status as a RIC, it will continue to need additional capital to finance its growth. If additional funds are unavailable or not available on favorable terms, its ability to grow may be impaired.

The Company will need additional capital to fund new investments and grow its portfolio of investments. In addition to the Private Offering, the Company intends to access the capital markets periodically to issue debt or equity securities or borrow from financial institutions in order to obtain such additional capital. Unfavorable economic conditions could increase its funding costs, limit its access to the capital markets or result in a decision by lenders not to extend credit to the Company. A reduction in the availability of new capital could limit the Company’s ability to grow. In addition, the Company is required to distribute at least 90% of its net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to its shareholders to maintain its qualification as a RIC. As a result, these earnings will not be available to fund new investments. An inability on the Company’s part to access the capital markets successfully could limit its ability to grow its business and execute its business strategy fully and could decrease its earnings, if any.

The Company is required to meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities to total senior securities, which includes all of the Company’s borrowings, of at least 150%. This requirement limits the amount that the Company may borrow. Since the Company continues to need capital to grow its investment portfolio, these limitations may prevent it from incurring debt and require it to raise additional equity at a time when it may be disadvantageous to do so. While the Company expects that it will be able to borrow additional funds and to issue additional debt securities and expects that it will be able to issue additional equity securities, which would in turn increase the equity capital available to the Company, it cannot assure investors that debt and equity financing will be available to it on favorable terms, or at all. If additional funds are not available to the Company, it may be forced to curtail or cease new investment activities, and its net asset value could decline.

The Company’s ability to enter into certain transactions with its affiliates is restricted, which may limit the scope of investments available to the Company.

The Company is prohibited under the 1940 Act from participating in certain transactions with its affiliates without the prior approval of the Board members who are Independent Directors, and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of its outstanding voting securities will be its affiliate for purposes of the 1940 Act, and the Company is generally prohibited from buying or selling any security from or to such affiliate without the prior approval of the Independent Directors. The 1940 Act also prohibits certain “joint” transactions with certain of its affiliates, which could include concurrent investments in the same portfolio company, without prior approval of the Independent Directors and, in some cases, of the SEC. The Company is prohibited from buying or selling any security from or to any person that controls it or who owns more than 25% of its voting securities or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC.

On March 9, 2026, we, the Advisor and certain affiliated entities received the Co-Investment Exemptive Order, which allows certain managed funds and investment vehicles, each of whose investment adviser is the Advisor or an investment adviser controlling, controlled by or under common control with the Advisor, to participate in negotiated co-investment transactions where doing so is consistent with regulatory requirements and other pertinent factors, and pursuant to the conditions of the exemptive relief. The Co-Investment

Exemptive Order requires, among other things, that allocations be “fair and equitable” to us and that the Advisor (or the applicable investment adviser) considers the interests of us and other affiliated 1940 Act-regulated funds that rely on the Co-Investment Exemptive Order in allocations. Under the Co-Investment Exemptive Order, among other requirements, the terms, conditions, price, class of securities to be purchased in respect of a particular investment, the date on which such investment is to be made and any registration rights applicable thereto, must be generally the same for us and each other participating affiliated entity. The requirements of the Co-Investment Exemptive Order (including any requirements for board approval thereunder), as well as other regulatory requirements associated with us and other affiliated 1940 Act-regulated funds that rely on the Co-Investment Exemptive Order, potentially will impact the investment allocations among participating entities (including, for the avoidance of doubt, us) or otherwise impact allocation results. Any changes to the Co-Investment Exemptive Order or the rules and other guidance promulgated by the SEC and its staff under the 1940 Act could impact allocations made available to us and thereby affect (and potentially decrease) the allocation made to us or otherwise impact the process for allocations in transactions in which we participate.

The time and resources that the Advisor’s Investment Committee devotes to the Company may be diverted, and the Company may face additional competition due to the fact that such persons are not prohibited from raising money for, or managing, another entity that makes the same types of investments that the Company targets.

StepStone is not prohibited from raising money for, or managing, another investment entity that makes the same types of investments as those the Company targets. As a result, the time and resources the Advisor’s Investment Committee could devote to the Company may be diverted. In addition, the Company may compete with any such investment entity for the same investors and investment opportunities.

The Company’s advisory fee arrangements with the Advisor may vary from those of other investment funds, accounts or investment vehicles managed by the Advisor, which may create an incentive for the Advisor’s Investment Committee to devote time and resources to a higher fee-paying fund.

If the Advisor is paid a higher management fee or performance-based fee from any of its other funds, it may have an incentive to devote more research and development or other activities, and/or recommend the allocation of investment opportunities, to such higher fee-paying fund. For example, to the extent the Advisor’s incentive compensation is not subject to a hurdle or an income incentive fee cap with respect to another fund, it may have an incentive to devote time and resources to such other fund.

The Advisor can resign as our investment adviser or administrator upon 120 days’ notice or 90 days’ notice, respectively, and the Sub-Advisor can terminate the Sub-Advisory Agreement on 120 days’ notice. The Company may not be able to find a suitable replacement within that time, or at all, resulting in a disruption in its operations that could adversely affect its financial condition, business and results of operations.

The Advisor has the right under the Advisory Agreement to resign as the Company’s investment adviser at any time upon 120 days’ written notice, whether the Company has found a replacement or not. Similarly, the Advisor has the right under the Administration Agreement to resign at any time upon 90 days’ written notice, whether the Company has found a replacement or not. In addition, the Sub-Advisor has the right to terminate the Sub-Advisory Agreement at any time on 120 days' written notice. If the Advisor were to resign as the Company’s investment adviser or administrator, or the Sub-Advisor terminates the Sub-Advisory Agreement, the Company may not be able to find a new investment adviser or administrator, or investment sub-adviser, or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within the applicable prior-notice period, or at all. If the Company is unable to do so quickly, its operations are likely to experience a disruption, its financial condition, business and results of operations as well as its ability to pay distributions to its shareholders are likely to be adversely affected. Even if the Company is able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with the Company’s investment objectives may result in additional costs and time delays that may adversely affect its business, financial condition, results of operations and cash flows.

The Company may experience fluctuations in its annual and quarterly operating results.

The Company could experience fluctuations in its annual and quarterly operating results due to a number of factors, including the interest rate payable on the loans and debt securities it acquires, the default rate on such loans and securities, the level of its expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Company encounters competition in its markets and general economic conditions. In light of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

The Company may change its investment objectives, policies and strategies without shareholder approval.

Except as otherwise disclosed in this Report, we may modify or waive our investment objectives and any of our investment policies, restrictions, strategies, and techniques without prior notice and without shareholder approval. However, absent requisite shareholder approval under the 1940 Act, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. If we change our 80% Private Credit test, we will provide shareholders with at least 60 days’ advance notice of such change.

The Company cannot predict the effect any changes to its current investment objectives, operating policies and investment strategies would have on its business or operating results. Nevertheless, any such changes could adversely affect its business and impair its ability to make distributions to its shareholders.

We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect our liquidity, financial condition or results of operations.

Our business is dependent on our and third parties’ communications and information systems. Further, in the ordinary course of our business we or our investment adviser may engage certain third-party service providers to provide us with services necessary for our business. Any failure or interruption of those systems or services, including as a result of the termination or suspension of an agreement with any third-party service providers, could cause delays or other problems in our business activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There could be:

These events, in turn, could have a material adverse effect on our business, financial condition and operating results and negatively affect the market price of our common stock and our ability to pay dividends to our shareholders.

Cybersecurity risks and cybersecurity incidents could adversely affect our business by causing a disruption to our operations, which could adversely affect our financial condition and results of operations.

The frequency and sophistication of the cybersecurity threats and incidents we face continue to increase. Cyber-attacks and other security threats have become increasingly complex due to the emergence of new artificial intelligence technologies, which can identify and target new vulnerabilities and enable more credible impersonations of a company or its employees, making attacks more difficult to detect, contain, and mitigate. As a result, we face a heightened risk of a security breach or disruption with respect to sensitive information resulting from an attack by computer hackers, foreign governments or cyber terrorists. Our reputation and our ability to operate and expand our business depend on computer hardware and software systems, including StepStone Group’s proprietary data and technology platforms and other data processing systems, which can be vulnerable to security breaches or other cyber incidents. Our portfolio companies rely on similar systems and face similar risks, and we may invest in strategic assets having a national or regional profile or in infrastructure assets that face a greater risk of attack. Cybersecurity incidents may be an intentional attack, such as a hacker attack, ransomware, virus or worm, or an unintentional event, and could involve bad actors gaining unauthorized access to our information systems for purposes of misappropriating assets, disclosing or modifying sensitive or confidential information, corrupting data or causing operational disruption. Cyber-criminals can attempt to redirect payments required to be paid at the closings of our investments to unauthorized accounts, which we, the Advisor or the services providers we retain, such as paying agents and escrow agents, may not be able to detect or protect against. In recent years, there has been a significant increase in ransomware and other hacking attempts by cyber-criminals. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by others, including by our service providers.

StepStone Group and the Advisor have implemented processes, procedures and internal controls designed to mitigate cybersecurity risks and cyber intrusions. However, these measures, as well as our increased awareness of the nature and extent of a risk of a cybersecurity incident, do not guarantee that a cyber-incident will not occur or that our financial results or operations will not be adversely affected by such an incident. Cyber-incident techniques change frequently, may not immediately be recognized and can originate from a wide variety of sources. Our existing cybersecurity controls may be less effective against artificial intelligence-enabled threats, and we cannot assure you that our mitigation efforts will be effective in preventing or limiting the impact of such attacks. Finally, we and the Advisor rely on third-party service providers for certain aspects of our business, including for certain information systems and technology, as well as administration of the Company and any other funds or investment vehicles managed by the Advisor. These third-party service providers and their vendors are also susceptible to cyber and security threats. Any interruption or deterioration in the performance of these third parties, failures of their information systems and technology or cyber and security breaches could put our or our clients'

sensitive information at risk or result in the shutdown of a service provider, and indemnification by, or insurance coverage of, such service providers may not be sufficient to cover any damage or loss, which could impair the quality of the funds’ operations and harm our reputation, thereby adversely affecting our business, financial condition and results of operations. We and/or the Advisor may also need to expend additional resources to adapt our cybersecurity program to the evolving security landscape and to investigate and remediate vulnerabilities or other identified risks.

We are subject to numerous laws, regulations, and contractual obligations designed to protect our regulated data, and that of our customers. These include complex and evolving laws, rules, regulations, and standards relating to cybersecurity and data privacy in a number of jurisdictions. Such laws, rules, regulations, and standards pose increasingly complex compliance challenges and potential costs. Any loss of sensitive information and failure to comply with these requirements or other applicable laws and regulations in this area, could result in significant regulatory non-compliance exposure or other penalties and legal liabilities.

The result of these adverse incidents can include disruptions of our business, corruption or modifications to our data, fraudulent transfers or requests for transfers of money, liability for stolen assets or information, increased cybersecurity protection and insurance costs and litigation, which could adversely affect our business, financial condition or results of operations. .

In addition, in 2024, the SEC adopted amendments to Regulation S-P requiring covered institutions (including investment companies) to develop, implement, and maintain written policies and procedures for an incident response program designed to detect, respond to, and recover from unauthorized access to or use of customer information, and to provide notice to affected individuals (with limited exceptions) when sensitive customer information was, or is reasonably likely to have been, accessed or used without authorization. The Regulation S-P amendments also require notification to affected customers no later than 30 days after becoming aware of a security incident that compromises sensitive customer information, and require covered institutions to establish written policies and procedures for oversight of service provider arrangements. Compliance with evolving privacy, cybersecurity, and information security laws across jurisdictions may increase compliance costs and operational burdens, and failures to comply may result in fines, sanctions, enforcement actions, litigation, or reputational damage.

Regulators have indicated the potential to take more aggressive enforcement actions regarding data security and privacy matters, and the SEC’s stated 2026 examination priorities include a focus on advisers’ policies and practices relating to preventing interruptions to mission-critical services and protecting information, records, and assets.

The Company, the Advisor and the Company’s portfolio companies are subject to risks associated with “phishing” and other cyber-attacks.

The Company’s business and the business of its portfolio companies, as well as the Company’s and the Advisor’s third party service providers, rely upon secure information technology systems for data processing, storage and reporting. Despite careful security and controls design, implementation and updating, the Company’s and its portfolio companies’ information technology systems, as well as the technology systems of the Company’s and the Advisor’s third party service providers, could become subject to cyber-attacks. Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking”, malicious software coding, social engineering or “phishing” attempts) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of service attacks on websites (i.e., efforts to make network services unavailable to intended users). The Advisor’s and StepStone Group’s employees, as well as employees of the Company’s and the Advisor’s third party service providers, have been and expect to continue to be the target of fraudulent calls, emails and other forms of activities. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen information, misappropriation of assets, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships, regulatory fines or penalties, or other adverse effects on the Company’s business, financial condition or results of operations. In addition, the Company, the Advisor or StepStone Group may be required to expend significant additional resources to modify its protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks related to cyber-attacks.

The Advisor’s and other service providers’ increased use of mobile and cloud technologies could heighten the risk of a cyber-attack as well as other operational risks, as certain aspects of the security of such technologies may be complex, unpredictable or beyond their control. These service providers’ reliance on mobile or cloud technology or any failure by mobile technology and cloud service providers to adequately safeguard their systems and prevent cyber-attacks could disrupt their operations and result in misappropriation, corruption or loss of personal, confidential or proprietary information. In addition, there is a risk that encryption and other protective measures against cyber-attacks may be circumvented, particularly to the extent that new computing technologies, such as artificial intelligence-enabled technologies, increase the speed and computing power available.

Additionally, remote working environments may be less secure and more susceptible to cyber-attacks, including phishing and social engineering attempts. Accordingly, the risks associated with cyber-attacks are heightened under current conditions.

Risks related to emerging and changing technology, including artificial intelligence, could impact the Company’s, the Advisor’s and the Company’s portfolio companies’ results of operations or financial condition.

The Company’s, the Advisor’s and the Company’s portfolio companies’ future success depends, in part, on their ability to anticipate and respond effectively to the risk of, and the opportunity presented by, digital disruption and other technology change. These may include new applications based on artificial intelligence ("AI"), machine learning, or new approaches to data mining.

The Company, the Advisor and the Company’s portfolio companies may also be exposed to competitive risks related to the adoption and application of new technologies by established market participants or new entrants. The Company, the Advisor and the Company’s portfolio companies may not be successful in anticipating or responding to these developments on a timely and cost-effective basis. Additionally, the effort to gain technological expertise and develop new technologies in their respective businesses may be costly. Investments in technology systems and data analytics capabilities may not deliver the benefits or perform as expected or may be replaced or become obsolete more quickly than expected, which could result in operational difficulties or additional costs. If the Company, the Advisor or the Company’s portfolio companies cannot offer new artificial intelligence-facilitated technologies or data analytics solutions as quickly as their competitors, or if their competitors develop more cost-effective technologies, data analytics solutions or other product offerings, the Company, the Advisor and the Company’s portfolio companies could experience a material adverse effect on their business, financial condition or results of operations.

Poor implementation of new technologies, including artificial intelligence, by the Company, the Advisor, the Company’s portfolio companies, or any of their third-party service providers, could subject the Company, the Advisor and the Company’s portfolio companies to additional risks we cannot predict, do not understand or cannot adequately mitigate, which could have an impact on the Company’s results of operations and financial condition.

AI technologies and related legal and regulatory frameworks are rapidly evolving, the full extent of current or future risks is not possible to predict, and AI-related innovations could harm us, the Advisor, the Sub-Advisor, StepStone Group, or our portfolio companies, reduce demand for products/services, disrupt markets, increase competition, and adversely affect valuations and results. Risks related to AI, including the Company’s, the Advisor’s and/or the Company’s portfolio companies’ use of third-party products incorporating AI, include the generation of factually incorrect or biased results, also known as hallucinations, data security vulnerabilities, potential IP infringement, mishandling of confidential, proprietary, or private information, and potentially problematic third-party license terms. We or our portfolio companies may also be exposed to competitive risks related to the adoption of AI or other new technologies by others within our respective industries. If our or our portfolio companies’ competitors are more successful than us or our portfolio companies in the use of AI or development of services or products based on AI, or we or our portfolio companies do so at a slower pace than others, we or our portfolio companies may be at a competitive disadvantage. In addition, our or our portfolio companies’ investments in technology systems and AI may not deliver the benefits we or they expect, which could be costly for our or their respective businesses.

In addition, use of AI by the Advisor, the Sub-Advisor, StepStone Group, or their personnel, or by our portfolio companies or third-party vendors used in connection with our business, could expose us to a number of additional significant risks, including:

Data Leakage and Confidentiality Risk. Misuse risks include inputting confidential, material non-public, or personal information into AI applications, potentially resulting in unintended disclosure and legal or regulatory investigations.

Model Risk and Inaccuracy. AI technologies rely on large datasets and complex algorithms, may lack transparency and validation, may contain inaccuracies or bias, and reliance on AI outputs could diminish work product quality and cause reputational harm.

AI-Specific Cybersecurity Threats. Rapid advances and widespread use of AI technologies may create new and unpredictable operational, legal, and regulatory risks, and could disadvantage us competitively if competitors deploy AI more efficiently or extensively. AI technologies also introduce new cybersecurity attack vectors—including prompt injection and deepfake-based social engineering—that may be difficult to detect and defend against using traditional cybersecurity tools.

Third-Party Vendor AI Risk. We and our portfolio companies may face additional AI-related risks from third-party service providers’ or counterparties’ use of AI (including uses unknown to us), and because AI relies on large datasets that cannot practicably be fully reviewed and is sensitive to data accuracy, completeness, and bias, deficiencies or biases could lead to errors affecting investment decision-making and processes, adversely impacting us and our portfolio companies.

Intellectual Property Risk. Use of AI tools may give rise to intellectual property and copyright infringement claims if AI-generated outputs incorporate materials protected by third-party intellectual property rights. The extent to which AI-generated outputs are protectable by intellectual property rights remains legally uncertain across jurisdictions.

Regulatory Risk. Regulators are increasing scrutiny of AI and considering or enacting AI regulation, which may create additional compliance burdens, higher administrative costs, and significant penalties for noncompliance or perceived noncompliance.

We cannot predict the impact of any particular AI development or regulatory change on our or our portfolio companies’ business, financial condition, or results of operations, and there can be no assurance that we or our portfolio companies will successfully manage the risks associated with rapidly evolving AI technologies.

General Risks and Risks Related to Economic Conditions

Difficult market and political conditions may adversely affect our businesses in many ways, including by reducing the value or hampering the performance of our investments or reducing our ability to raise or deploy capital, each of which could have a significant adverse effect on our business, financial condition and results of operations.

We are materially affected by conditions in the global financial markets and economic and political conditions throughout the world that are outside our control. These conditions may affect the level and volatility of securities prices and the liquidity and value of our investments, and we may not be able to or may choose not to manage our exposure to these conditions. This could in turn have a significant adverse effect on our business, financial condition and results of operations.

Global financial markets have experienced heightened volatility in recent periods, including as a result of economic and political events in or affecting the world’s major economies, such as the ongoing war between Russia and Ukraine, continued conflicts and political unrest in the Middle East and South America, and tensions between China and Taiwan. Sanctions imposed by the U.S. and other countries in connection with these hostilities have caused additional financial market volatility and affected the global economy. Concerns over future increases in inflation, economic recession, interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels, as well as geopolitical tension, have further exacerbated market volatility and resulted in uncertainties regarding actual and potential shifts in U.S. foreign investment, trade, economic and other policies, including with respect to treaties and tariffs. Market volatility has also been exacerbated by social unrest, changes regarding immigration and work permit policies and other political and security concerns both in the United States and across various international regions. Because of interrelationships within the global financial markets, if these issues do not abate, or they worsen or spread, our and our portfolio companies' businesses may be adversely affected both within and outside of the directly affected regions. From time to time, capital markets may experience periods of disruption and instability. Such disruptions may result in, amongst other things, write-offs, the re-pricing of credit risk, the failure of financial institutions or worsening general economic conditions, any of which could materially and adversely impact the broader financial and credit markets and reduce the availability of debt and equity capital for the market as a whole and financial services firms in particular. There can be no assurance these market conditions will not occur or worsen in the future.

Equity capital may be difficult to raise during such periods of adverse or volatile market conditions because, subject to some limited exceptions, as a BDC, the Company generally is not able to issue additional Shares at a price less than net asset value without first obtaining approval for such issuance from its shareholders and its independent directors.

Volatility and dislocation in the capital markets can also create a challenging environment in which to raise or access debt capital. Such conditions could make it difficult to extend the maturity of or refinance the Company’s existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on its business. The debt capital that will be available to the Company in the future, if at all, may be at a higher cost, including as a result of the current interest rate environment, and on less favorable terms and conditions than what we have historically experienced. If the Company is unable to raise or refinance debt, then its equity investors may not benefit from the potential for increased returns on equity resulting from leverage, and the Company may be limited in its ability to make new commitments or to fund existing commitments to its portfolio companies.

Significant disruption or volatility in the capital markets may also have a negative effect on the valuations of the Company’s investments. While our investments are generally not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity) and impairments of the market values or fair market values of our investments, even if unrealized, must be reflected in our financial statements for the applicable period, which could result in significant reductions to our net asset value for the period. Significant disruption or volatility in the capital markets may also affect the pace of our investment activity and the potential for liquidity events involving our investments. Thus, the illiquidity of our investments may make it difficult for us to sell such investments to access capital if required, and as a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital could have a material adverse effect on our business, financial condition or results of operations.

Changes in trade policies, including the imposition of new tariffs or increases in existing tariffs between the United States, Mexico, Canada, China or other countries, or reactionary measures in response thereto, including retaliatory tariffs, legal challenges, or currency manipulation, could adversely affect the market conditions in which we and our portfolio companies operate. These factors may affect the level and volatility of credit and securities prices and the liquidity and value of our investments, and we and our portfolio companies may not be able to successfully manage our exposure to these conditions.

In addition, numerous structural dynamics and persistent market trends have exacerbated volatility and market uncertainty. Concerns over significant volatility in the commodities markets, sluggish economic expansion in foreign economies, including continued concerns over growth prospects in China and emerging markets, growing debt loads for certain countries, uncertainty about the consequences of the U.S. and other governments withdrawing monetary stimulus measures, government agency closures, prolonged government shutdowns and speculation about a possible recession all highlight the fact that economic conditions remain unpredictable and volatile. U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns or a recession in the U.S. Further escalation of geopolitical tensions and the related imposition of sanctions or other trade barriers may negatively impact the rate of global growth. Moreover, there is a risk of both sector-specific and broad-based volatility, corrections and/or downturns in the equity and credit markets. While weak economic environments have often provided attractive investment opportunities and strong relative investment performance, we tend to realize value from our investments in times of economic expansion, when opportunities to sell investments may be greater. Thus, we depend on the cyclicality of the market to sustain our businesses and generate attractive risk-adjusted returns over extended periods. Any of the foregoing could have a significant impact on the markets in which we and our portfolio companies operate and have a significant adverse effect on our business, financial condition and results of operations.

A number of factors have had and may continue to have an adverse impact on credit markets in particular. In 2025, the weakness and the uncertainty regarding the stability of the oil and gas markets resulted in a tightening of credit across multiple sectors. In addition, the Federal Reserve decreased the federal funds rate three times in 2025. Changes in and uncertainty surrounding interest rates may have a material effect on our business, particularly with respect to the cost and availability of financing, which could have a material adverse impact on our business prospects and financial condition. Additionally, the Republican Party currently controls both the executive and legislative branches of the U.S. federal government, which increases the likelihood that legislation may be adopted that could significantly affect the regulation of U.S. financial markets. Regulatory changes could result in greater competition from banks and other lenders with which we compete for lending and other investment opportunities.

These and other conditions in the global financial markets and the global economy may result in adverse consequences for us and our portfolio companies, each of which could adversely affect the businesses of us or such portfolio companies, restrict our investment activities, impede our ability to effectively achieve our investment objectives and result in lower returns than we anticipated at the time certain of our investments were made. More specifically, these economic conditions could adversely affect our operating results by causing:

During periods of difficult market conditions or slowdowns (which may be across one or more industries, sectors or geographies), companies in which we invest may experience decreased revenues, financial losses, credit rating downgrades, difficulty in obtaining access to financing and increased funding costs. During such periods, these companies may also have difficulty in expanding their businesses and operations and be unable to meet their debt service obligations or other expenses as they become due, including expenses payable to us. Difficult market conditions or volatility or slowdowns affecting a particular asset class, geographic region, industry or other category of investment could have a significant adverse impact on us if we have investments that are concentrated in that area, which could result in lower investment returns. A lack of diversification may expose us to losses disproportionate to market declines in general if there are disproportionately greater adverse price movements in the particular investments. Negative financial results in our portfolio companies may reduce the value of our portfolio companies, our net asset value and our investment returns, which could have a material adverse effect on our operating results and cash flow. In addition, such conditions would increase the risk of default with respect to our investments. We may be adversely affected by reduced opportunities to exit and realize value from our investments, by lower than expected returns on investments made prior to the deterioration of the credit markets and by our inability to find suitable investments to effectively deploy capital. This could in turn materially reduce our net asset value and distributions and adversely affect our financial prospects and condition.

Risks Related to the Company’s Investments

The below risks related to the Company’s investments are generally applicable directly to the Company by virtue of its direct investments, as well as indirectly to the Company through its exposure to the investments made by the Underlying Funds.

Economic recessions or downturns could impair the Company’s portfolio companies, which would harm the Company’s operating results.

The current macroeconomic environment is characterized by high inflation, supply chain challenges, labor shortages, increased interest rates, foreign currency exchange volatility, volatility in global capital markets and growing recession risk. The risks associated with our and our portfolio companies’ businesses are more severe during periods of economic slowdown or recession.

Many of the portfolio companies in which the Company invests are likely to be susceptible to economic slowdowns or recessions and may be unable to repay the Company’s loans during such periods. Therefore, the number of the Company’s non-performing assets is likely to increase, and the value of its portfolio is likely to decrease during such periods. Adverse economic conditions may decrease the value of collateral securing some of its loans and debt securities and the value of its equity investments. Economic slowdowns or recessions could lead to financial losses in its portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase the Company’s funding costs, limit its access to the capital markets or result in a decision by lenders not to extend credit to the Company. These events could prevent the Company from increasing its investments and harm its operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by the Company or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its assets, which could trigger cross-defaults under other agreements and jeopardize its portfolio company’s ability to meet its obligations under the loans and debt securities that the Company holds. The Company may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, lenders in certain cases can be subject to lender liability claims for actions taken by them when they become too involved in the borrower’s business or exercise control over a borrower. It is possible that the Company could become subject to a lender’s liability claim, including as a result of actions taken if the Company renders significant managerial assistance to the borrower. Furthermore, if one of the Company’s portfolio companies were to file for bankruptcy protection, a bankruptcy court might re-characterize the Company’s debt holding and subordinate all or a portion of its claim to claims of other creditors, even though the Company may have structured its investment as senior secured debt. The likelihood of such a re-characterization would depend on the facts and circumstances, including the extent to which the Company provided managerial assistance to that portfolio company.

Inflation and rapidly fluctuating inflation rates may adversely affect our portfolio companies and the value of our investments.

Inflationary pressures may increase portfolio company costs (including labor, energy, and raw materials), adversely affect consumer spending, economic growth, and portfolio company operations, and if portfolio companies cannot pass through cost increases, their operating results could be adversely affected, increasing the risk of borrower defaults and potentially reducing the fair value of our investments, which could reduce net assets and cause realized or unrealized losses.

Inflation may adversely affect our portfolio companies, including if they cannot pass higher operating costs to customers, which could impair their operating results and ability to pay interest and principal on loans (particularly if interest rates rise in response to inflation) and could reduce the fair value of our investments, leading to realized or unrealized losses and reduced net assets.

Governmental efforts to curb inflation (including wage and price controls or other intervention) may negatively affect economic activity, and inflation, tariffs/trade barriers, and other global conditions may affect securities prices, liquidity, and the profitability of our investments. Elevated interest rates implemented in response to inflation may simultaneously increase borrowing costs for portfolio companies, further straining their cash flows and debt service capacity. Uncertainty regarding the trajectory of inflation and interest rates creates the potential for volatility in debt and equity markets.

Portfolio companies may be highly leveraged.

Portfolio companies in which the Company or Underlying Funds typically invest may be highly leveraged, and there is no restriction on the amount of debt any such portfolio company can incur. Substantial indebtedness may add additional risk with respect to a portfolio company, and could (i) limit its ability to borrow money for its working capital, capital expenditures, debt service requirements, strategic initiatives or other purposes; (ii) require it to dedicate a substantial portion of its cash flow from operations to the repayment of its indebtedness, thereby reducing funds available to it for other purposes; (iii) make it more highly leveraged than some of its competitors, which may place it at a competitive disadvantage; and/or (iv) subject it to restrictive financial and operating covenants, which may preclude it from favorable business activities or the financing of future operations or other capital needs. In some cases, proceeds of debt incurred by a portfolio company could be paid as a dividend to shareholders rather than retained by the portfolio company for its working capital. Leveraged companies are often more sensitive to declines in revenues, increases in expenses, and adverse business, political, or financial developments or economic factors such as a significant rise in interest rates, a severe downturn in the economy or deterioration in the condition of such companies or their industries. A leveraged portfolio company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.

If a portfolio company is unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, it may be forced to take other actions to satisfy its obligations under its indebtedness. These alternative measures may include reducing or delaying capital expenditures, selling assets, seeking additional capital, or restructuring or refinancing indebtedness. Any of these actions could significantly reduce the value of an Underlying Fund’s investments in such portfolio company. If such strategies are not successful and do not permit the portfolio company to meet its scheduled debt service obligations, the portfolio companies may also be forced into liquidation, dissolution or insolvency, and the value of an investment in such portfolio company could be significantly reduced or even eliminated and accordingly the Company is directly or indirectly exposed to such risks.

The Company may hold the loans and debt securities of leveraged companies that may, due to the significant operating volatility typical of such companies, enter into bankruptcy proceedings.

Leveraged companies may experience bankruptcy or similar financial distress. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding are the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by a portfolio company may adversely and permanently affect that company. If the proceeding is converted to a liquidation, the value of the portfolio company may not equal the liquidation value that was believed to exist at the time of the investment. The duration of a bankruptcy proceeding is also difficult to predict, and a creditor’s return on investment can be adversely affected by delays until the plan of reorganization or liquidation ultimately becomes effective. The administrative costs in connection with a bankruptcy proceeding are frequently high and would be paid out of the debtor’s estate prior to any return to creditors. Because the standards for classification of claims under bankruptcy law are vague, the Company’s influence with respect to the class of securities or other obligations it owns may be lost by increases in the number and amount of claims in the same class or by different classification and treatment. In the early stages of the bankruptcy process, it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial.

Investments in private and middle market portfolio companies are risky, and the Company could lose all or part of its investment.

Our Private Credit investments primarily consist of Loans to U.S. private middle-market companies. Investment in private and middle-market companies involves a number of significant risks. Generally, little public information exists about these companies, and the Company relies on the ability of the Advisor’s investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If the Company is unable to uncover all material information about these companies, it may not make a fully informed investment decision, and it may lose money on its investments. Middle-market companies may have limited financial resources, have difficulty accessing the capital markets to meet future capital needs and may be unable to meet their obligations under their loans and debt securities that the Company holds, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of the Company realizing any guarantees it may have obtained in connection with its investment. In addition, such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Additionally, middle-market companies are more likely to depend on the management talents and efforts of a small group of persons. Therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on one or more of the Company’s portfolio companies and, in turn, on the Company. Middle-market companies also may be parties to litigation and may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence. In addition, the Company’s executive officers, trustees and investment adviser may, in the ordinary course of business, be named as defendants in litigation arising from its investments in portfolio companies.

Senior secured loans

Senior loans hold the most senior position in the capital structure of a business entity and are typically, but not necessarily, secured with specific collateral that is senior to that held by unsecured creditors, subordinated debt holders and shareholders of the borrower. The senior loans in which the Company will invest are likely to be collateralized and may be rated below investment grade or may also be unrated. As a result, the risks associated with senior loans may be similar to the risks of below investment grade instruments, although senior loans are typically senior and secured in contrast to other below investment grade instruments, which may be subordinated and/or unsecured. Nevertheless, if a borrower under a senior loan defaults, becomes insolvent or goes into bankruptcy, the Company may recover only a fraction of what is owed on the senior loan or nothing at all. Senior loans are subject to a number of risks described elsewhere in this Report, including credit risk and liquidity risk.

Although the senior loans in which the Company will invest may be secured by collateral, there can be no assurance that such collateral could be readily liquidated or that the liquidation of such collateral would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal. In the event of the bankruptcy or insolvency of a borrower, the Company could experience delays or limitations with respect to its ability to realize the benefits of the collateral securing a senior loan. Such collateral may be subject to complex, competing legal claims and any applicable legal or regulatory requirements which may restrict the giving of collateral or

security by a borrower under a loan, such as, for example, thin capitalization, over-indebtedness, financial assistance and corporate benefit requirements. In addition, security interests may be unperfected for a variety of reasons, including the failure to make required filings by lenders, and the Company may not have priority over other creditors. In the event of a decline in the value of the already pledged collateral, if the terms of a senior loan do not require the borrower to pledge additional collateral, the Company will be exposed to the risk that the value of the collateral will not at all times equal or exceed the amount of the borrower’s obligations under the senior loans. Even if such loans do require the borrower to pledge additional collateral, there is no warranty the borrower will be able to pledge collateral of sufficient value or at all. To the extent that a senior loan is collateralized by stock in the borrower or its subsidiaries, such stock may lose some or all of its value in the event of the bankruptcy or insolvency of the borrower. Those senior loans that are under-collateralized involve a greater risk of loss. In the context of cross-border lending it is possible that the rights actually enjoyed by lenders will be adversely affected by the interplay of the rules of the various applicable legal systems.

The lack of liquidity in the Company’s investments may adversely affect its business.

Most of the Company’s assets are invested in illiquid loans and securities, and a substantial portion of its investments in leveraged companies are subject to legal and other restrictions on resale or otherwise be less liquid than more broadly traded public securities. The illiquidity of these investments may make it difficult for the Company to sell such investments if the need arises. In addition, if the Company is required to liquidate all or a portion of its portfolio quickly, the Company may realize significantly less than the value at which it has previously recorded the investments.

The Company is subject to credit, liquidity and interest rate risks.

The Company invests in notes, bonds or other fixed-income securities, which may include, without limitation, notes, bonds and debentures issued by corporations, government issued or guaranteed debt securities, commercial paper and “higher-yielding” (including non-investment grade) and, therefore, higher risk debt securities. The Company is therefore subject to credit, liquidity and interest rate risks.

Generally, the value of fixed income securities will change inversely with changes in interest rates. Fluctuations in interest rates could dampen overall economic activity and adversely affect the financial condition of the Company’s portfolio companies and the end customers that drive demand for the capital we supply, which could negatively affect our business, financial condition, and results of operations. As interest rates rise, the market value of fixed income securities tends to decrease. Conversely, as interest rates fall, the market value of fixed income securities tends to increase. This risk will be greater for long-term securities than for short-term securities. The Company may attempt to minimize the exposure of the portfolios to interest rate changes through the use of interest rate swaps, interest rate futures and/or interest rate options. However, there can be no guarantee that the Company will be successful in fully mitigating the impact of interest rate changes.

A reduction in the interest rates on new investments relative to interest rates on current investments could also have an adverse impact on the Company’s net interest income. An increase in interest rates could decrease the value of any investments the Company holds which earn fixed interest rates, including subordinated loans, senior and junior secured and unsecured debt securities and loans and high yield bonds, and also could increase the Company’s interest expense, thereby decreasing its net income. Also, an increase in interest rates available to investors could make investment in the Company less attractive if the Company is not able to increase its dividend or distribution rate, which could reduce the value of an investment in the Company.

The U.S. Federal Reserve (the “Federal Reserve”) decreased the federal funds rate three times in 2025, and although it has signaled the potential for additional cuts, the rate and timing of any future decreases remain uncertain. Despite gradual decreases in interest rates during 2025, the Federal Reserve held interest rates steady in January 2026 and noted it would continue to assess and monitor incoming information in considering additional adjustments. Inflation remained above the Federal Reserve's target level in 2025 and uncertainty regarding inflation creates potential volatility in debt and equity markets.

Investors should also be aware that a change in the general level of interest rates can be expected to lead to a change in the interest rate the Company may receive on many of its debt investments. Accordingly, a change in the interest rate could make it easier for the Company to meet or exceed the performance threshold and may result in a substantial increase in the amount of incentive fees payable to the Advisor with respect to the portion of the incentive fee based on income.

Higher-yielding debt securities are generally unsecured and may be subordinated to certain other outstanding securities and obligations of the issuer, which may be secured on substantially all of the issuer’s assets. The lower rating of debt obligations in the higher-yielding sector reflects a greater probability that adverse changes in the financial condition of the issuer or in general economic conditions or both may impair the ability of the issuer to make payments of principal and interest. Non-investment grade debt securities may not be protected by financial covenants or limitations on additional indebtedness. In addition, evaluating credit risk for debt securities involves uncertainty because credit rating agencies throughout the world have different standards, making comparison across countries difficult.

Also, the market for credit spreads is often inefficient and illiquid, making it difficult to accurately calculate discounting spreads for valuing financial instruments. It is likely that a major economic recession could disrupt severely the market for such securities and may have an adverse impact on the value of such securities. In addition, it is likely that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default for such securities.

The Company will be subject to risks associated with bank Loans.

The Company may invest in Loans originated by banks and other financial institutions. Such loans are typically private corporate loans that are negotiated by one or more commercial banks or financial institutions and syndicated among a group of commercial banks and financial institutions. The bank Loans invested in by the Company may include term loans and revolving loans, may pay interest at a fixed or floating rate and may be senior or subordinated. Special risks associated with investments in bank Loans and participations include (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws, (ii) so-called lender-liability claims by the issuer of the obligations, (iii) environmental liabilities that may arise with respect to collateral securing the obligations, (iv) the risk that bank loans may not be securities and therefore may not have the protections afforded by the federal securities laws, and (v) limitations on the ability of the Company to directly enforce its rights with respect to participations. Successful claims in respect of such matters may reduce the cash flow and/or market value of the investment. In addition, the bank loan market may face illiquidity and volatility. There can be no assurance that future levels of supply and demand in bank loan trading will provide an adequate degree of liquidity or the market will not experience periods of significant illiquidity in the future.

In addition to the special risks generally associated with investments in bank Loans described above, the Company’s investments in second-lien and unsecured bank Loans will entail additional risks, including (i) the subordination of the Company’s claims to a senior lien in terms of the coverage and recovery from the collateral and (ii) with respect to second-lien debt investments, the prohibition of or limitation on the right to foreclose on a second-lien or exercise other rights as a second-lien holder, and with respect to unsecured debt, the absence of any collateral on which the Company may foreclose to satisfy its claim in whole or in part. In certain cases, therefore, no recovery may be available from a defaulted second-lien or unsecured loan. The Company’s investments in bank Loans of below-investment grade companies also entail specific risks associated with investments in non-investment grade securities.

Investments in loan interests may be difficult to value, have extended settlement periods and expose the Company to the risk of delayed receipt of principal and interest payments.

Loan interests generally are subject to restrictions on transfer, and the Company may be unable to sell loan interests at a time when it may otherwise be desirable to do so or may be able to sell them only at prices that are less than what the Advisor regards as their fair market value. Accordingly, loan interests may at times be illiquid. Loan interests may be difficult to value and may have extended settlement periods, which expose the Company to the risk that the receipt of principal and interest payments may be delayed until the loan interest settles.

Interests in secured loans have the benefit of collateral and, typically, of restrictive covenants limiting the ability of the borrower to further encumber its assets. There is a risk that the value of any collateral securing a loan in which the Company has an interest may decline and that the collateral may not be sufficient to cover the amount owed on the loan. In most loan agreements there is no formal requirement to pledge additional collateral. In the event the borrower defaults, the Company’s access to the collateral may be limited or delayed by bankruptcy or other insolvency laws. Further, in the event of a default, second lien secured loans will generally be paid only if the value of the collateral exceeds the amount of the borrower’s obligations to the first lien secured lenders, and the remaining collateral may not be sufficient to cover the full amount owed on the loan in which the Company has an interest. In addition, if a secured loan is foreclosed, the Company would likely bear the costs and liabilities associated with owning and disposing of the collateral. The collateral may be difficult to sell and the Company would bear the risk that the collateral may decline in value while the Company is holding it.

Loan interests may not be considered “securities,” and purchasers, such as the Company, therefore may not be entitled to rely on the anti-fraud protections of U.S. federal securities laws.

The Company may acquire interests in Loans either directly (by way of sale or assignment) or indirectly (by way of participation). The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, its rights can be more restricted than those of the assigning institution. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the institution participating out the interest, not with the borrower.

In purchasing participations, the Company generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and the Company may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Company will assume the credit risk of both the borrower

and the institution selling the participation. As a participant, the Company also would be subject to the risk that the party selling the participation interest would not remit the Company’s pro rata share of loan payments to the Company. A selling institution voting in connection with a potential waiver of a default by a borrower may have interests different from those of the Company, and the selling institution might not consider the interests of the Company in connection with its vote. Notwithstanding the foregoing, many participation agreements with respect to Loans provide that the selling institution may not vote in favor of any amendment, modification or waiver that forgives principal, interest or fees, reduces principal, interest or fees that are payable, postpones any payment of principal (whether a scheduled payment or a mandatory prepayment), interest or fees or releases any material guarantee or collateral without the consent of the participant (at least to the extent the participant would be affected by any such amendment, modification or waiver). In addition, many participation agreements with respect to Loans that provide voting rights to the participant further provide that if the participant does not vote in favor of amendments, modifications or waivers, the selling institution may repurchase such participation at par.

The Company may invest in structured products.

The Company may invest in securities backed by, or representing interests in, certain underlying instruments or assets (“structured products”). The cash flow on the underlying instruments or assets may be apportioned among the structured products to create securities with different investment characteristics such as varying maturities, payment priorities and interest rate provisions, and the extent of the payments made with respect to the structured products is dependent on the extent of the cash flow on the underlying instruments. The performance of structured products will be affected by a variety of factors, including the availability of any credit enhancement, the level and timing of payments and recoveries on and the characteristics of the underlying receivables, loans or other assets that are being securitized, remoteness of those assets from the originator or transferor, the adequacy of and ability to realize upon any related collateral and the capability of the servicer of the securitized assets. Structured products are typically sold in private placement transactions, and investments in structured products may therefore be illiquid in nature, with no readily available secondary market. Because certain structured products of the type in which the Company may invest may involve no credit enhancement, the credit risk of those structured products generally would be equivalent to that of the underlying instruments. The Company may invest in a class of structured products that is either subordinated or unsubordinated to the right of payment of another class. Subordinated structured products typically have higher yields and present greater risks than unsubordinated structured products.

Additionally, the yield to maturity of a tranche may be extremely sensitive to the rate of defaults in the underlying reference portfolio. A rapid change in the rate of defaults may have a material adverse effect on the yield to maturity. It is therefore possible that the Company may incur losses on its investments in structured products regardless of their original credit profile. Finally, the securities in which the Company is authorized to invest include securities that are subject to legal or contractual restrictions on their resale or for which there is a relatively inactive trading market. Securities subject to resale restrictions may sell at a price lower than similar securities that are not subject to such restrictions.

The Company may invest in structured finance securities, which entails various risks, including credit risks, liquidity risks, interest rate risks, market risks, operations risks, structural risks, geographical concentration risks, basis risks and legal risks.

The Company’s portfolio may include investments in structured finance securities. Structured finance securities are generally debt securities that entitle the holders thereof to receive payments of interest and principal that depend primarily on the cash flow from or sale proceeds of a specified pool of assets, either fixed or revolving, that by their terms convert into cash within a finite time period, together with rights or other assets designed to assure the servicing or timely distribution of proceeds to holders of such securities.

Investing in structured finance securities entails various risks, including credit risks, liquidity risks, interest rate risks, market risks, operations risks, structural risks, geographical concentration risks, basis risks and legal risks.

Structured finance securities are subject to the significant credit risks inherent in the underlying collateral and to the risk that the servicer fails to perform. Such securities may include credit enhancements designed to raise the overall credit quality of the security above that of the underlying collateral, but insurance providers and other sources of credit enhancement may fail to perform their obligations.

The Company expects that some structured finance securities it may hold will be subordinate in right of payment and rank junior to other securities that are secured by or represent an ownership interest in the same pool of assets. In addition, many of the related transactions have structural features that divert payments of interest and/or principal to more senior classes when the delinquency or loss experience of the pool exceeds certain levels. Consequently, such securities have a higher risk of loss as a result of delinquencies or losses on the underlying assets. In certain circumstances, payments of interest may be reduced or eliminated for one or more payment dates. Additionally, as a result of cash flow being diverted to payments of principal of more senior classes, the average life of such securities may lengthen.

Structured finance securities are also subject to the risks of the assets securitized. In particular, they are subject to risks related to the quality of the control systems and procedures used by the parties originating and servicing the securitized assets. Deficiencies in these systems may negatively affect the value of the securities, including by resulting in higher-than-expected borrower delinquencies or the inability to effectively pursue remedies against borrowers due to defective documentation.

Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of the Company’s portfolio investments, reducing its net asset value through increased net unrealized depreciation.

As a BDC, the Company is required to carry its investments at market value or, if no market value is ascertainable, at fair value. As part of the valuation process, the Advisor may take into account the following types of factors, if relevant, in determining the fair value of its investments:

When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company uses the pricing indicated by the external event to corroborate its valuation. The Company records decreases in the market values or fair values of its investments as unrealized depreciation. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized depreciation in the Company’s portfolio. The effect of all of these factors on its portfolio may reduce the Company’s net asset value by increasing net unrealized depreciation in its portfolio. Depending on market conditions, the Company could incur substantial realized losses and may suffer additional unrealized losses in future periods, which could have a material adverse effect on its business, financial condition, results of operations and cash flows.

The Company is a non-diversified investment company within the meaning of the 1940 Act, and therefore it is not limited with respect to the proportion of its assets that may be invested in securities of a single issuer.

The Company is classified as a non-diversified investment company within the meaning of the 1940 Act, which means that it is not limited by the 1940 Act with respect to the proportion of its assets that it may invest in securities of a single issuer. Beyond the asset diversification requirements associated with its qualification as a RIC under the Code and certain investment diversification requirements under its financing agreements, the Company does not have fixed guidelines for diversification. To the extent that the Company assumes large positions in the securities of a small number of issuers or its investments are concentrated in relatively few industries, its NAV may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. The Company may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company.

Further, any industry in which we are meaningfully concentrated at any given time could be subject to significant risks that could adversely impact our aggregate returns.

We may also have significant exposure to borrowers sponsored by a limited number of private equity sponsors. A deterioration in the portfolio of a single large sponsor could simultaneously impair multiple of our investments, as portfolio companies managed by the same sponsor may share common vulnerabilities, including exposure to the same industry, similar leverage profiles, and reliance on the same sponsor for operational and financial support.

Portfolio companies with exposure to software and technology can have their revenues, income, and valuations fluctuate suddenly and dramatically. AI-related market enthusiasm may create valuation bubbles, and a valuation correction could cause substantial losses for software industry investments, while competitive dynamics and pricing pressures could adversely affect portfolio company performance and results. Concerns have been raised that the rapidly developing AI market may be fueling inflated valuations and an interconnected ecosystem lacking long-term fundamentals, and a market correction could adversely affect portfolio companies, including by impairing refinancing activity in affected sectors.

The Company’s failure to make follow-on investments in its portfolio companies could impair the value of its portfolio.

Following an initial investment in a portfolio company, the Company may make additional investments in that portfolio company as “follow-on” investments, in seeking to:

The Company has discretion to make follow-on investments, subject to the availability of capital resources. Failure on its part to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and its initial investment, or may result in a missed opportunity for it to increase its participation in a successful operation. Even if it has sufficient capital to make a desired follow-on investment, the Company may elect not to make a follow-on investment because it may not want to increase its level of risk, because it prefers other opportunities or because it is inhibited by compliance with the requirements of the 1940 Act or the desire to qualify or maintain its qualification as a RIC.

Reliance on portfolio company management

The Advisor and investment managers or general partners of Underlying Funds generally seek to monitor the performance of investments in portfolio companies either through interaction with the board of directors of the applicable portfolio company and/or by maintaining an on-going dialogue with the portfolio company’s management team. However, the Company and the Underlying Funds are generally not in a position to control any borrower by investing in its debt securities and a portfolio company’s management is primarily responsible for the operations of the portfolio company on a day-to-day basis. Although the Company and Underlying Funds may invest in portfolio companies with strong management teams, there can be no assurance that the existing management team, or any new one, will be able to operate the portfolio company successfully. In addition, the Company and Underlying Funds are subject to the risk that a borrower in which it invests may make business decisions with which the relevant lender disagrees and the management of such borrower, as representatives of the common equity holders, may take risks or otherwise act in ways that do not serve the interests of the debt investors, including the Company or the Underlying Fund.

Defaults by the Company’s portfolio companies will harm its operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by the Company or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its assets. This could trigger cross-defaults under other agreements and jeopardize such portfolio company’s ability to meet its obligations to the Company under the loans or debt or equity securities held by it. The Company may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company.

Prepayments of the Company’s debt investments by its portfolio companies could adversely impact the Company's results of operations and ability to make shareholder distributions.

The Company is subject to the risk that the debt investments it makes in portfolio companies may be repaid prior to maturity. The Company’s investments generally allow for repayment at any time subject to certain penalties. When this occurs, the Company generally reinvests these proceeds in temporary investments, pending their future investment in accordance with its investment strategy. These temporary investments typically have substantially lower yields than the debt being prepaid, and the Company could experience significant delays in reinvesting these amounts. Any future investment may also be at lower yields than the debt that was repaid. As a result, the Company’s results of operations could be materially adversely affected if one or more of the Company’s portfolio companies elects to prepay amounts owed to it, particularly if such prepayments occur in close succession. Additionally, prepayments could negatively impact the Company’s ability to make, or the amount of, shareholder distributions with respect to the holders of Shares.

The effect of global climate change may impact the operations of the Company’s portfolio companies.

Climate change creates physical and financial risk and some of the Company’s portfolio companies may be adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of the Company’s portfolio companies if the use of energy products or services is material to their business. A decrease in energy use due to weather changes may affect some of the Company’s portfolio companies’ financial condition, through decreased revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions.

The Company’s portfolio companies may incur debt that ranks equally with, or senior to, its investments in such companies, and if there is a default, the Company may experience a loss on its investment.

The Company may invest a portion of its capital in second lien, mezzanine and subordinated loans issued by its portfolio companies. The portfolio companies usually have, or may be permitted to incur, other debt that ranks equally with, or senior to, the loans in which the Company invests. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which the Company is entitled to receive payments in respect of the loans in which it invests. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to the Company’s investment in that portfolio company would typically be entitled to receive payment in full before the Company receives any distribution in respect of the Company’s investment. After repaying senior creditors, a portfolio company may not have any remaining assets to use for repaying its obligation to the Company. In the case of debt ranking equally with loans in which the Company invest, the Company would have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

Additionally, certain loans that the Company makes to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by first priority liens on the collateral will generally control the liquidation of, and be entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before the Company. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then the Company, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.

The Company may also make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies. Liens on such portfolio companies’ collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in full of all secured loan obligations. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then the Company’s unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.

The rights the Company may have with respect to the collateral securing the loans the Company makes to portfolio companies with senior debt outstanding may also be limited pursuant to the terms of one or more intercreditor agreements that the Company enters into with the holders of such senior debt. Under a typical intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens:

The Company may not have the ability to control or direct such actions, even if the Company’s rights are adversely affected.

The Company’s portfolio may include exposure to mezzanine investments, which share all of the risks of other high-yield securities and are subject to greater risk of loss of principal and interest than higher-rated securities.

A portion of the Company’s debt investments may be made in certain high yield securities known as mezzanine investments, which are subordinated debt securities that may be issued together with an equity security (e.g., with attached warrants). Those mezzanine investments may be issued with or without registration rights. Mezzanine investments can be unsecured and generally subordinate to other obligations of the issuer. The expected average life of the Company’s mezzanine investments may be significantly shorter than the maturity of these investments due to prepayment rights. Mezzanine investments share all of the risks of other high yield securities and are subject to greater risk of loss of principal and interest than higher-rated securities. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with the lower-rated securities, the yields and prices of those securities may tend to fluctuate more than those for higher-rated securities. The Company does not anticipate a market for its mezzanine investments, which can adversely affect the prices at which these securities can be sold. In addition, adverse publicity and investor perceptions about lower-rated securities, whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of those lower-rated securities. Mezzanine securities are often even more subordinated than other high yield debt, as they often represent the most junior debt security in an issuer’s capital structure.

The Company may be exposed to special risks associated with bankruptcy cases.

One or more of the Company’s portfolio companies may be involved in bankruptcy or other reorganization or liquidation proceedings. Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions, the Company cannot assure investors that a bankruptcy court would not approve actions that may be contrary to the Company’s interests. There also are instances where creditors can lose their ranking and priority if they are considered to have taken over management of a borrower.

To the extent that portfolio companies in which the Company has invested through a unitranche facility are involved in bankruptcy proceedings, the outcome of such proceedings may be uncertain. For example, it is unclear whether a bankruptcy court would enforce an agreement among lenders which sets the priority of payments among unitranche lenders. In such a case, the “first out” lenders in the unitranche facility may not receive the same degree of protection as they would if the agreement among lenders was enforced.

The reorganization of a company can involve substantial legal, professional and administrative costs to a lender and the borrower. It is subject to unpredictable and lengthy delays and during the process a company’s competitive position may erode, key management may depart and a company may not be able to invest adequately. In some cases, the debtor company may not be able to reorganize and may be required to liquidate assets. The debt of companies in financial reorganization will, in most cases, not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer’s fundamental value.

In addition, lenders can be subject to lender liability claims for actions taken by them where they become too involved in the borrower’s business or exercise control over the borrower. For example, the Company could become subject to a lender liability claim (alleging that the Company misused its influence on the borrower for the benefit of its lenders), if, among other things, the borrower requests significant managerial assistance from the Company and it provides that assistance. To the extent the Company and an affiliate both hold investments in the same portfolio company that are of a different character, the Company may also face restrictions on its ability to become actively involved in the event that portfolio company becomes distressed as a result of the restrictions imposed on transactions involving affiliates under the 1940 Act. In such cases, the Company may be unable to exercise rights the Company may otherwise have to protect its interests as security holders in such portfolio company.

If the Company makes subordinated investments, the obligors or the portfolio companies may not generate sufficient cash flow to service their debt obligations to us.

The Company may make subordinated investments that rank below other obligations of the obligor in right of payment. Subordinated investments are subject to greater risk of default than senior obligations as a result of adverse changes in the financial condition of the obligor or economic conditions in general. If the Company makes a subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high debt-to-equity ratio may create increased risks that its operations might not generate sufficient cash flow to service all of its debt obligations.

The disposition of the Company’s investments may result in contingent liabilities.

Substantially all of the Company’s investments involve loans and private securities. In connection with the disposition of an investment in loans and private securities, the Company may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. The Company may also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to potential liabilities.

Risks relating to equities/fixed income instrument incidental to loans.

From time to time, the Company may also hold common stock, other equity securities or warrants, including equity securities or warrants related to the purchase or ownership of a loan or fixed-income instrument or in connection with a reorganization or restructuring of a borrower or issuer. Investments in equity securities incidental or related to investments in such loans or fixed-income instruments entail certain risks in addition to those associated with investments in loans or fixed-income instruments. Because equity is merely the residual value of an issuer after all claims and other interests, it is inherently riskier than the bonds or loans of the same borrower or issuer. The value of the equity securities may be affected more rapidly, and to a greater extent, by company-specific developments and general market conditions. These risks may increase fluctuations in the Company’s NAV.

The Company may not realize gains from its equity investments.

When the Company invests in loans and debt securities, it may acquire warrants or other equity securities of portfolio companies as well. The Company may also invest in equity securities directly. To the extent it holds equity investments, the Company will attempt to dispose of them and realize gains upon its disposition of them. However, the equity interests the Company receives may not appreciate in value and may decline in value. As a result, the Company may not be able to realize gains from its equity interests, and any gains that it does realize on the disposition of any equity interests may not be sufficient to offset any other losses it experiences.

Risks arising from purchases of secondary debt.

The Company may invest in secondary loans and secondary debt securities (including loan portfolios). The Company is unlikely to be able to negotiate the terms of secondary loans as part of its acquisition of the debt and, as a result, these investments may not include some of the covenants and protections generally sought when a fund originates loans. For example, indebtedness offered in the debt markets in recent years (so-called “covenant lite” deals) often imposed less stringent covenants on the issuers of such indebtedness than the covenants included in the terms of debt offered in previous periods. Many “covenant lite” loans issued during that time period may not obligate portfolio companies to observe and maintain financial maintenance covenants, such as covenants requiring issuers to comply with a maximum leverage ratio, a minimum interest or fixed charge coverage ratio or maximum capital expenditures. Even if such covenants are included in the loans held by the Company, the terms of the loans may provide portfolio companies substantial flexibility in determining compliance with such covenants.

Risks associated with acquisitions of portfolios of loans.

The Company may invest in portfolios of loans. The Company is unlikely to be able to evaluate the credit or other risks associated with each of the underlying borrowers or negotiate the terms of underlying loans as part of their acquisition but instead must evaluate and negotiate with respect to the entire portfolio of loans or, in the case where the Company invests in contractual obligations to purchase portfolios of loans subsequently originated by a third party, with respect to the origination and credit selection processes of such third party rather than based on characteristics of a static portfolio of loans. As a result, one or more of the underlying loans in a portfolio may not include some of the characteristics, covenants and/or protections generally sought when the Company acquires or originates individual loans. Furthermore, while some amount of defaults may be expected to occur in portfolios, defaults in or declines in the value of investments in excess of these expected amounts may have a negative impact on the value of the portfolio, and may reduce the return that the Company receives in certain circumstances.

Non-performing loans.

It is possible that certain of the Loans purchased by the Company may be non-performing which may involve workout negotiations, restructuring and the possibility of foreclosure. These processes can be lengthy and expensive. Many of the non-performing loans (“NPLs”) will have been underwritten to “subprime,” “Alternative A-Paper” or “expanded” underwriting guidelines. These underwriting guidelines are different from and, in certain respects, less stringent than the other general underwriting standards employed by originators. For example, these loans may have been originated to borrowers that have poor credit or that provide limited or no documentation in connection with the underwriting of the mortgage loan. Such loans present increased risk standards of delinquency, foreclosure, bankruptcy and loss than prime mortgage loans. An originator generally originates mortgage loans in accordance with underwriting guidelines it has established and, in certain cases, based on exceptions to those guidelines. These guidelines may not identify or appropriately assess the risk that the interest and principal payments due on a mortgage loan will be repaid when due, or at all, or whether the value of the mortgaged property will be sufficient to otherwise provide for recovery of such amounts. To the extent

exceptions were made to an originator’s underwriting guidelines in originating an NPL, those exceptions may increase the risk that principal and interest amounts may not be received or recovered and compensating factors, if any, which may have been the premise for making an exception to the underwriting guidelines may not in fact compensate for any additional risk.

Additionally, investing in distressed assets such as NPLs can be a contentious and adversarial process. It is by no means unusual for participants to use the threat of, as well as actual, litigation as a negotiating technique. The expense of defending against such claims and paying settlements or judgments will be borne by the Company and this would reduce our net assets.

Ratings and/or credit estimates are not a guarantee of quality.

Credit ratings and/or credit estimates of assets represent the rating agencies’ opinions regarding their credit quality and are not a guarantee of quality or performance. A credit rating or a credit estimate is not a recommendation to buy, sell or hold assets and may be subject to revision or withdrawal at any time by the assigning rating agency. If a credit rating or credit estimate assigned to any Loan is lowered for any reason, no party is obligated to provide any additional support or credit enhancement with respect to such Loan. Rating agencies attempt to evaluate the relative future creditworthiness of an obligation and do not address other risks, including but not limited to, the likelihood of principal prepayments (both voluntary and involuntary), liquidity risk, market value or price volatility; therefore, credit ratings or credit estimates do not fully reflect the true risks of an investment in the related asset. Also, rating agencies may fail to make timely changes in credit ratings in response to subsequent events, so that an obligor’s current financial condition may be better or worse than a rating indicates. Further, rating agencies may change credit rating or credit estimate methodologies. Consequently, credit ratings or credit estimates of any Loan should be used only as a preliminary indicator of perceived investment quality and should not be considered a reliable indicator of actual investment quality. Credit ratings or credit estimates of Loans included in our portfolio or of other loans similar to the Loans may be subject to significant or severe adjustments downward. Credit rating or credit estimate reductions or withdrawals may occur for any number of reasons and may affect numerous assets at a single time or within a short period of time, which may have material adverse effects upon the Company’s investments in Loans.

Loans to middle market companies generally will not have a public rating, although some loans may have private ratings and/or credit estimates assigned by, or obtained pursuant to the methodology of, a nationally recognized statistical rating agency. A credit estimate is not identical to a credit rating, and may be assigned using a more limited analysis, based on public information or information supplied by the party requesting the credit estimate. Disclosure of private ratings and/or credit estimates, if any are available, is restricted and any such ratings or estimates are not expected to be disclosed to the Company.

The Company will be subject to risks associated with unitranche loans.

A unitranche loan blends each tranche of a debt financing into a single tranche combining senior and subordinated loan debt. A unitranche loan in the Company’s investment portfolio will therefore be subject to the same risk factors as senior and subordinated loans set out elsewhere in this Report. A unitranche loan may, in some cases, have a longer maturity than a senior secured loan and, because it combines senior and subordinated debt, it may be provided in a larger size, often by one or two counterparts as opposed to a club or syndicate. Its broader risk parameters and larger size often lead to more bespoke features, and in some cases the lender taking an observer seat on the borrower’s board.

Risks associated with investing in convertible securities.

Outside of its primary investment strategy, the Company may acquire convertible securities in connection with a debt investment. Convertible securities are securities that may be converted either at a stated price or at a stated rate within a specified period of time into a specified number of shares of common stock. The value of a convertible security is a function of its investment value and its conversion value. The investment value of a convertible security may be influenced negatively by changes in interest rates, by the credit standing of the issuer and other factors. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying instrument approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by the Company is called for redemption, the Company will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party, which may adversely affect the Company. The debt characteristic of convertible securities also exposes the Company to changes in interest rates and credit spreads. The value of the convertible securities may fall when interest rates rise or credit spreads widen. The Company’s exposure to these risks may be unhedged or only partially hedged.

Investments in seasoned loans.

The Company intends to purchase Loans originated by Lending Sources or another collective investment scheme or managed account, including Underlying Funds. The Company will generally not participate in any gains (or losses) made by the selling collective

investment scheme or managed account in originating and holding the Loan prior to sale. By not exposing such transactions to market forces, the Company may not receive the best price otherwise possible. There can be no assurance that the returns made by the Company and the selling collective investment scheme or managed account will be the same. The returns due to the Company may be diminished by the up-front fees paid to the originating investment scheme or managed account.

We may invest in foreign companies or investments denominated in foreign currencies, which may involve significant risks in addition to the risks inherent in U.S. denominated investments.

Our investment strategy contemplates potential investments in foreign companies. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes (potentially at confiscatory levels), less liquid markets, less available information than is generally the case in the U.S., higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.

Although we expect most of our investments will be U.S. dollar denominated, our investments that are denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us.

Our investments in collateralized loan obligation vehicles are subject to additional risks.

We may invest in debt and equity interests of collateralized loan obligation (“CLO”) vehicles. Generally, there may be less information available to us regarding the underlying debt investments held by such CLOs than if we had invested directly in the debt of the underlying companies. As a result, we and our shareholders may not know the details of the underlying holdings of the CLO vehicles in which we may invest.

As a BDC, we may not acquire equity and junior debt investments in CLO vehicles unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are “qualifying assets.” CLO vehicles that we expect to invest in are typically very highly leveraged, and therefore, the junior debt and equity tranches that we expect to invest in are subject to a higher degree of risk of total loss. In particular, investors in CLO vehicles indirectly bear risks of the underlying debt investments held by such CLO vehicles. We will generally have the right to receive payments only from the CLO vehicles, and will generally not have direct rights against the underlying borrowers or the entity that sponsored the CLO vehicle. While the CLO vehicles we intend to target generally enable the investor to acquire interests in a pool of leveraged corporate loans without the expenses associated with directly holding the same investments, we will generally pay a proportionate share of the CLO vehicles’ administrative and other expenses. Although it is difficult to predict whether the prices of indices and securities underlying CLO vehicles will rise or fall, these prices (and, therefore, the prices of the CLO vehicles) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. The failure by a CLO vehicle in which we invest to satisfy certain financial covenants, specifically those with respect to adequate collateralization and/or interest coverage tests, could lead to a reduction in its payments to us. In the event that a CLO vehicle failed those tests, holders of debt senior to us may be entitled to additional payments that would, in turn, reduce the payments we would otherwise be entitled to receive. If any of these occur, it could materially and adversely affect our operating results and cash flows.

In addition to the general risks associated with investing in debt securities, CLO vehicles carry additional risks, including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the fact that our investments in CLO tranches will likely be subordinate to other senior classes of note tranches thereof; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the CLO vehicle or unexpected investment results. Our NAV may also decline over time if our principal recovery with respect to CLO equity investments is less than the price we paid for those investments.

Investments in structured vehicles, including equity and junior debt instruments issued by CLO vehicles, involve risks, including credit risk and market risk. Changes in interest rates and credit quality may cause significant price fluctuations. Additionally, changes in the underlying leveraged corporate loans held by a CLO vehicle may cause payments on the instruments we hold to be reduced, either temporarily or permanently. Structured investments, particularly the subordinated interests in which we intend to invest, may be less liquid than many other types of securities and may be more volatile than the leveraged corporate loans underlying the CLO vehicles we intend to target. Fluctuations in interest rates may also cause payments on the tranches of CLO vehicles that we hold to be reduced, either temporarily or permanently.

Any interests we acquire in CLO vehicles will likely be thinly traded or have only a limited trading market and may be subject to restrictions on resale. Securities issued by CLO vehicles are generally not listed on any U.S. national securities exchange and no active trading market may exist for the securities of CLO vehicles in which we may invest. Although a secondary market may exist for our

investments in CLO vehicles, the market for our investments in CLO vehicles may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. As a result, these types of investments may be more difficult to value. In addition, our investments in CLO warehouse facilities are short-term investments and therefore may be subject to a greater risk relating to market conditions and economic recession or downturns.

We are subject to certain risks as a result of our interests in the 2024-I CLO Subordinated Notes and the 2025-I CLO Subordinated Notes.

Under the terms of the 2024-I CLO Sale Agreement and the 2025-I CLO Sale Agreement entered into in connection with our term debt securitization transactions with respect to the 2024-I CLO Transaction and the 2025-I CLO Transaction, we sold, transferred, assigned, contributed or otherwise conveyed to the 2024-I Issuer and the 2025-I Issuer certain loans and participation interests therein securing the 2024-I CLO (the “2024-I CLO Loan Portfolio”) and certain loans and participation interests therein securing the 2025-I CLO (the “2025-I CLO Loan Portfolio” and together with the 2024-I CLO Loan Portfolio, the “CLO Loan Portfolios”), respectively, for the purchase price and other consideration set forth in the 2024-I CLO Sale Agreement and in the 2025-I CLO Sale Agreement, respectively. As a result of the 2024-I CLO Transaction, we hold all of the 2024-I CLO Subordinated Notes and the nominal membership interests of the 2024-I Issuer. As a result of the 2025-I CLO Transaction, we hold all of the 2025-I CLO Subordinated Notes and the nominal membership interests of the 2025-I Issuer. As a result, we expect to consolidate the financial statements of
each of the 2024-I Issuer and the 2025-I Issuer in our consolidated financial statements. However, once sold or contributed to the 2024-I Issuer or the 2025-I Issuer, the underlying loans and participation interests have been securitized and are no longer our direct investment, and the risk return profile has been altered. In general, rather than holding interests in the CLO Loan Portfolios, the 2024-I CLO Transaction and the 2025-I CLO Transaction resulted in us holding the 2024-I CLO Subordinated Notes and the 2025-I CLO Subordinated Notes, as well as the nominal membership interests in the 2024-I Issuer and the 2025-I Issuer, with the 2024-I Issuer holding the 2024-I CLO Loan Portfolio and the 2025-I Issuer holding the 2025-I CLO Loan Portfolio. As a result, we are subject both to the risks and benefits associated with the 2024-I CLO Subordinated Notes and the 2025-I CLO Subordinated Notes and, indirectly, the risks and benefits associated with the CLO Loan Portfolios held by the 2024-I Issuer and the 2025-I Issuer. In addition, our ability to sell, amend or otherwise modify an underlying loan in the CLO Loan Portfolios held by the 2024-I Issuer and the 2025-I Issuer is
subject to certain conditions and restrictions under the 2024-I CLO Transaction and the 2025-I CLO Transaction, which may prevent us from taking actions that we would take if we held such underlying loan directly.

The subordination of the 2024-I CLO Subordinated Notes and the 2025-I CLO Subordinated Notes will affect our right to payment.

The 2024-I CLO Subordinated Notes are subordinated to the 2024-I CLO Secured Debt issued and amounts borrowed by the 2024-I Issuer and certain fees and expenses. In addition, the 2025-I CLO Subordinated Notes are subordinated to the 2025-I CLO Secured Debt issued and amounts borrowed by the 2025-I Issuer and certain fees and expenses. If an overcollateralization test or an interest coverage test is not satisfied as of a determination date, the proceeds from the underlying loans otherwise payable to the 2024-I Issuer or the 2025-I Issuer (which the 2024-I Issuer or the 2025-I Issuer could have distributed with respect to the 2024-I CLO Subordinated Notes or the 2025-I CLO Subordinated Notes, respectively) will be diverted to the payment of principal on the 2024-I CLO Secured Debt or the 2025-I CLO Secured Debt, as applicable. See “—The 2024-I CLO Indenture and 2025-I CLO Indenture require mandatory repayment of the 2024-I CLO Secured Debt and the 2025-I CLO Secured Debt, respectively, for failure to satisfy coverage
tests, which would reduce the amounts available for distribution to us.”

On the scheduled maturity of the 2024-I CLO Secured Debt or the 2025-I CLO Secured Debt, or if the 2024-I CLO Secured Debt or the 2025-I CLO Secured Debt is accelerated after an event of default, proceeds available after the payment of certain administrative expenses will be applied to pay both principal of and interest on the 2024-I CLO Secured Debt or the 2025-I CLO Secured Debt, as applicable, until the 2024-I CLO Secured Debt or the 2025-I CLO Secured Debt, as applicable, is paid in full before any further payment will be made on the 2024-I CLO Subordinated Notes or the 2025-I CLO Subordinated Notes, respectively. As a result, the 2024-I CLO Subordinated Notes or the 2025-I CLO Subordinated Notes, as applicable, would not receive any payments until the 2024-I CLO Secured Debt or the 2025-I CLO Secured Debt, respectively, is paid in full and under certain circumstances may not receive payments at any time.

In addition, if an event of default occurs and is continuing with respect to the 2024-I CLO Secured Debt or the 2025-I CLO Secured Debt, the holders of such 2024-I CLO Secured Debt or the 2025-I CLO Secured Debt, respectively, will be entitled to determine the remedies to be exercised under the 2024-I CLO Indenture or the 2025-I CLO Indenture, respectively, pursuant to which such 2024-I CLO Secured Debt or 2025-I CLO Secured Debt was issued. Remedies pursued by the holders of 2024-I CLO Secured Debt or 2025-I CLO Secured Debt could be adverse to our interests as the holder of the 2024-I CLO Subordinated Notes or the 2025-I CLO Subordinated Notes, and the holders of 2024-I CLO Secured Debt or the 2025-I CLO Secured Debt will have no obligation to consider any possible adverse effect on our interest or the interest of any other person. See “—The holders of certain 2024-I CLO Debt and/or the 2025-I CLO Debt will control many rights under the 2024-I CLO Indenture and the 2025-I CLO Indenture and therefore,
we will have limited rights in connection with an event of default or distributions thereunder.”

The 2024-I CLO Subordinated Notes and the 2025-I CLO Subordinated Notes represent leveraged investments in the CLO Loan Portfolios owned by the 2024-I Issuer and the 2025-I Issuer, which is a speculative investment technique that increases the risk to us as the owner of the 2024-I CLO Subordinated Notes and the 2025-I CLO Subordinated Notes. As the junior interest in a leveraged capital structure, the 2024-I CLO Subordinated Notes and the 2025-I CLO Subordinated Notes will bear the primary risk of deterioration in the performance of the 2024-I Issuer, the 2025-I Issuer and the CLO Loan Portfolios.

The holders of certain 2024-I CLO Debt and/or 2025-I CLO Debt will control many rights under the 2024-I CLO Indenture and the 2025-I CLO Indenture and therefore, we will have limited rights in connection with an event of default or distributions thereunder.

Under the 2024-I CLO Indenture, as long as any 2024-I CLO Debt of the 2024-I Issuer is outstanding, the holders of the senior-most outstanding class of such 2024-I CLO Debt will have the right to direct the trustee or the 2024-I Issuer to take certain actions under the 2024-I CLO Indenture. In addition, under the 2025-I CLO Indenture, as long as any 2025-I CLO Debt of the 2025-I Issuer is outstanding, the holders of the senior-most outstanding class of such 2025-I CLO Debt will have the right to direct the trustee or the 2025-I Issuer to take certain actions under the 2025-I CLO Indenture. For example, these holders will have the right, following an event of default, to direct certain actions and control certain decisions, including the right to accelerate the maturity of applicable 2024-I CLO Debt or 2025-I CLO Debt and, under certain circumstances, the liquidation of the collateral. Remedies pursued by such holders upon an event of default could be adverse to our interests.

Although we, as the holder of the 2024-I CLO Subordinated Notes and the 2025-I CLO Subordinated Notes, will have the right, subject to the conditions set forth in the 2024-I CLO Indenture and 2025-I CLO Indenture, respectively, to purchase assets in any liquidation of assets by the collateral trustee, if an event of default has occurred and is continuing, we will not have any secured creditors’ rights against the 2024-I Issuer or the 2025-I Issuer and will not have the right to determine the remedies to be exercised under the 2024-I CLO Indenture or the 2025-I CLO Indenture. There is no guarantee that any funds will remain to make distributions to us as the holder of the 2024-I CLO Subordinated Notes or the 2025-I CLO Subordinated Notes following any liquidation of assets and the application of the proceeds from such assets to pay the applicable 2024-I CLO Debt or 2025-I CLO Debt and the fees, expenses, and other liabilities payable by the 2024-I Issuer or the 2025-I Issuer.

The 2024-I CLO Indenture and the 2025-I CLO Indenture require mandatory repayment of the 2024-I CLO Secured Debt and the 2025-I CLO Secured Debt, respectively, for failure to satisfy coverage tests, which would reduce the amounts available for distribution to us.

Under the 2024-I CLO Indenture governing the 2024-I CLO Debt, there are two coverage tests applicable to the 2024-I CLO Secured Debt. The first such test, the interest coverage test, compares the amount of interest proceeds received and, other than in the case of defaulted loans and deferring loans, scheduled to be received on the underlying loans held by the 2024-I Issuer to the amount of interest due and payable on the 2024-I CLO Secured Debt and the amount of fees and expenses senior to the payment of such interest in the priority of distribution of interest proceeds. To satisfy this test interest received on the portfolio loans held by the 2024-I Issuer must meet a minimum percentage under the 2024-I CLO Indenture for the respective class or classes of the amount equal to the interest payable on the 2024-I CLO Secured Debt for such class or classes, plus the senior fees and expenses.

The second such test, the overcollateralization test, compares the adjusted collateral principal amount of the portfolio of underlying loans of the 2024-I Issuer to the aggregate outstanding principal amount of the 2024-I CLO Secured Debt. To satisfy this second test at any time, this adjusted collateral principal amount must meet a minimum percentage under the 2024-I CLO Indenture for the respective class or classes. In this test, certain reductions are applied to the principal balance of underlying loans included in the 2024-I CLO Loan Portfolio in connection with certain events, such as defaults or ratings downgrades to “CCC” levels or below with respect to the loans held by the 2024-I Issuer. These adjustments increase the likelihood that this test is not satisfied. The 2025-I CLO Indenture governing the 2025-I CLO Debt includes similar tests applicable to the 2025-I CLO Secured Debt and the 2025-I Issuer.

If either coverage test with respect to the 2024-I CLO Secured Debt or the 2025-I CLO Secured Debt is not satisfied on any determination date on which such test is applicable, the 2024-I Issuer or the 2025-I Issuer, as applicable, must apply available amounts to repay the 2024-I CLO Secured Debt or the 2025-I CLO Secured Debt, as applicable, in an amount necessary to cause such test to be satisfied. This would reduce or eliminate the amounts otherwise available to make distributions to us as the holder of the 2024-I CLO Subordinated Notes or the 2025-I CLO Subordinated Notes.

Risks Relating to Underlying Funds

The Company is subject to risks associated with investments in Underlying Funds.

Some of the Underlying Funds may be affected by a number of factors including declines in the value of underlying investments, increasing use of suspensions, defaults, redemption gates, reduction in counterparty availability, prime brokerage default, insolvency and restructurings. The risks associated with investing in such Underlying Funds closely relate to the risks associated with the

investments held by the Underlying Funds. The ability of the Company to achieve its investment objectives depends upon the ability of the Underlying Funds to achieve their respective investment objectives. There can be no assurance that the investment objectives of any of the Underlying Funds will be achieved. The Company’s NAV may fluctuate in response to changes in the net asset values of the Underlying Funds in which the Company invests. The extent to which the investment performance and risks associated with the Company correlates to those of each of the Underlying Funds may depend upon the extent to which the Company’s assets are allocated from time to time for investment in the Underlying Funds, which may vary.

The Company may also incur higher and duplicative expenses, including advisory fees, when it invests in shares or interests of private and/or registered funds and investment vehicles, including private funds and investment vehicles that are excluded from the definition of “investment company” pursuant to Sections 3(c)(1) or 3(c)(7) of the 1940 Act, non-traded registered closed-end funds and BDCs, and mutual funds and ETFs. There is also the risk that the Company may suffer losses due to the investment practices of the Underlying Funds (such as the use of derivatives). The Underlying Funds may be subject to compensation arrangements based on the performance of such Underlying Fund, which may create an incentive to make investments that are riskier or more speculative than would be the case if such arrangements were not in effect. The shares of listed closed-end funds may also frequently trade at a discount to their NAV. There can be no assurance that the market discount on shares of any closed-end fund purchased by the Company will ever decrease, and it is possible that the discount may increase.

The SEC adopted revisions to the rules permitting funds to invest in other investment companies to streamline and enhance the regulatory framework applicable to fund of funds arrangements. While 1940 Act Rule 12d1-4 permits more types of fund-of-fund arrangements without reliance on an exemptive order or no-action letters, it imposes new conditions, including limits on control and voting of acquired funds’ shares, evaluations and findings by investment advisers, fund investment agreements, and limits on most three-tier fund structures.

Over-commitment risk.

The Company may invest in Underlying Funds which may operate on the basis of commitments and drawdowns from their investors and accordingly commitments to Underlying Funds may not be immediately invested. Therefore, the Company may commit to invest in Underlying Funds in an aggregate amount that exceeds the Company’s NAV plus any undrawn commitments (i.e. to “over-commit”). While the Advisor will make all reasonable efforts to ensure the Company has sufficient liquidity to be able to satisfy capital calls from Underlying Funds, a failure of the Company to meet such a capital call could result in the Company being treated as an investor in default in relation to an Underlying Fund and this could have significant adverse consequences on the value of the Company’s holding in that Underlying Fund.

Clawback by Underlying Funds.

Certain Underlying Funds in which the Company may invest may operate claw-back arrangements whereby the Company may be required to return distributions made to it by such Underlying Funds. Accordingly, the Company’s shareholders should note and accept that the Company, unless prohibited by applicable law, may be required to return distributions or repayments made to it to the relevant Underlying Fund giving rise to such clawback. The Advisor will not be liable for any such clawback imposed upon the Company by Underlying Funds.

Regulation of Underlying Funds.

The Company’s investments in Underlying Funds are primarily made on a fund-of-funds basis in private investment funds and investment vehicles that are excluded from the definition of “investment company” pursuant to Sections 3(c)(1) or 3(c)(7) of the 1940 Act, managed by non-affiliated third-party managers, but the Company may also invest in the equity or debt of both traded and non-traded registered closed-end funds and BDCs that primarily originate and manage private middle market and specialty finance debt. As such, Underlying Funds may or may not be subject to regulation. The Underlying Funds may be established in regulated and/or unregulated jurisdictions. In certain cases, the jurisdictions in which Underlying Funds are organized will not provide a level of investor protection equivalent to the Company.

Litigation and dispute risks.

An Underlying Fund’s investment activities could subject it to becoming involved in litigation or other disputes with third parties. The expense of prosecuting or defending any such disputes or paying any amounts pursuant to settlements or judgments may be borne by the Underlying Fund and will reduce amounts available for distribution to the Company.

Adverse effect of economic conditions on the Underlying Funds and the portfolio companies.

The Underlying Fund and the portfolio companies in which they invest may be adversely affected by deteriorations in the financial markets and economic conditions throughout the world, some of which may magnify the risks described in this Report and have other adverse effects. Deteriorating market conditions could result in increasing volatility and illiquidity in the global credit, debt and equity markets generally. The duration and ultimate effect of adverse market conditions cannot be forecast, nor is it known whether or the degree to which such conditions may remain stable or worsen. Deteriorating market conditions and uncertainty regarding economic markets generally could result in declines in the market values of potential investments or declines in the market values of investments after they are acquired by an Underlying Fund. Such declines could lead to weakened investment opportunities for Underlying Funds, could prevent the Underlying Funds from successfully meeting their respective investment objectives or could require Underlying Funds to dispose of investments at a loss while such unfavorable market conditions prevail.

Portfolio valuation of Underlying Funds.

Certain Underlying Funds may have a limited ability to obtain accurate market quotations for purposes of valuing most of its investments, which may require the relevant investment manager to estimate, in accordance with its established valuation policies, the value of an Underlying Fund’s investments on a valuation date. The investment manager of the relevant Underlying Fund may decide not to obtain an independent appraisal of such investments. Further, because of the overall size and concentrations in particular markets, the maturities of positions that may be held by the relevant Underlying Fund from time to time and other factors, the liquidation values of the relevant Underlying Fund’s investments may differ significantly from the interim valuations of these Underlying Funds derived from the valuation methods described in the relevant offering memorandum. If the relevant investment manager’s valuation should prove to be incorrect, the stated value of the relevant Underlying Fund’s investments could be adversely affected which will subsequently impact the net asset value of such relevant Underlying Fund. The relevant investment manager may delegate its valuation responsibilities to any other person.

Underlying Fund investment and trading risks in general.

All investments made by an Underlying Fund risk the loss of capital. A fundamental risk associated with the Company’s investment strategy is that any portfolio company in whose debt the Underlying Funds invest may be unable to make principal and interest payments when due, or at all to the Underlying Funds. Portfolio companies could deteriorate as a result of, among other factors, an adverse development in their business, a change in the competitive environment, an economic downturn or legal, tax or regulatory changes. Portfolio companies that Underlying Funds expect to remain stable may in fact operate at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or to maintain their competitive position, or may otherwise have a weak financial condition or be experiencing financial distress. Any deterioration in the performance of a portfolio company may result in a consequent negative impact on an Underlying Fund which has invested in it and accordingly the Company is indirectly exposed to the performance of portfolio companies.

The characteristics of the Loans held by an Underlying Fund may change as a result of the purchases and sales of Loans. The characteristics of the Loans held by an Underlying Fund may also change over time as a result of scheduled amortization, prepayments, the amount of draws, repayment and termination of revolving Loans, extensions, waivers, modifications, restructuring, work-outs, delinquencies and defaults on Loans. There can be no assurance that the portfolio of Loans owned by an Underlying Fund will have any particular characteristics at any time and the decision to buy Loans or to sell Loans may have a significant impact on those characteristics.

The Underlying Funds may also utilize such investment techniques as margin transactions, short sales, option transactions and forward and futures contracts, which practices can, in certain circumstances, maximize the adverse impact to which the Company may be subject. No guarantee or representation is made that an Underlying Fund’s investment program will be successful, and investment results may vary substantially over time. Past results of the Underlying Funds are not necessarily indicative of future performance. No assurance can be made that profits will be achieved or that substantial losses will not be incurred.

Trading in securities and other investments that may be illiquid.

The Underlying Funds intend to primarily invest in private illiquid debt, which is typically subject to significant restrictions on transfer and is difficult to sell in a secondary market. In some cases, an Underlying Fund may be prohibited from selling such investments for a period of time or otherwise be restricted from disposing of such investments. Additionally, not all securities or instruments (if any) invested in by an Underlying Fund will be listed or rated, and may require a substantial length of time to liquidate due to lack of an established market for such investments or other factors. This could prevent an Underlying Fund from liquidating unfavorable positions promptly. Moreover, the accumulation and disposal of holdings in some investments may be time consuming and may need to be conducted at unfavorable prices. An Underlying Fund may also encounter difficulties in disposing of assets at their fair price due to adverse market conditions leading to limited liquidity. Accordingly, an Underlying Fund’s ability to respond to market movements may be impaired, and it may experience adverse price movements upon liquidation of its investments. As a result, there is a significant risk that an Underlying Fund may be unable to realize its investment objectives by sale or other disposition at attractive prices or will

otherwise be unable to complete any exit strategy. Even if investments are successful, they are unlikely to produce a realized return to investors for a period of years. Furthermore, a portion of interest on investments may be paid in kind rather than in cash to the Underlying Fund and, in certain circumstances, the Underlying Fund may exit investments through distribution in kind to investors, after which the investor will bear the risk of holding the investment and must make their own disposition decisions. Returns to investors will consequently be uncertain and unpredictable.

Short sales.

A short sale involves the sale of a security that an Underlying Fund does not own in expectation of purchasing the same security (or a security exchangeable therefore) at a later date at a lower price. In order to deliver to the buyer, an Underlying Fund must borrow the security and later repurchase the security to return it to the lender. Short selling allows the investor to profit from a decline in market price to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. The extent to which an Underlying Fund engages in short sales will depend upon the investment strategy and the opportunities available. A short sale creates the risk of theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to an Underlying Fund of buying those securities to cover the short position. There can be no assurance that an Underlying Fund will be able to maintain the ability to repurchase securities in the open market to return to the lender. There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss.

Risks Relating to an Investment in the Shares

Our Shares are not listed, and we do not intend to list our Shares, on an exchange, nor are our Shares quoted through a quotation system. Therefore, our shareholders will have limited liquidity and may not receive a full return of invested capital upon selling their Shares or upon liquidation of the Company.

Our Shares are illiquid investments for which there is not a secondary market nor is it expected that any such secondary market will develop in the future. We do not intend to list our Shares on a national securities exchange. Liquidity for an investor’s Shares will generally be limited to participation in our share repurchase program, which may not be for a sufficient number of Shares to meet such investor’s request and which we have no obligation to maintain. In addition, in any repurchase offer, if the amount requested to be repurchased in any repurchase offer exceeds the repurchase offer amount, repurchases of Shares would generally be made on a pro rata basis (based on the number of Shares put to us for repurchases), not on a first-come, first-served basis. In addition, any Shares repurchased pursuant to our share repurchase program may be purchased at a price which may reflect a discount from the purchase price shareholders paid for the Shares being repurchased. See “Item 1. Business – Share Repurchase Program” for a detailed description of the share repurchase program.

There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a return of capital.

We intend to make periodic distributions to our shareholders out of assets legally available for distribution. We may fund our cash distributions to shareholders from any sources of funds available to us, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies and fee and expense reimbursement waivers from the Advisor, if any. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this Report.

Due to the asset coverage test applicable to us under the 1940 Act as a BDC, we may be limited in our ability to make distributions. To the extent we make distributions to shareholders that include a return of capital, such portion of the distribution essentially constitutes a return of the common shareholder’s original investment in the Company and does not represent income or capital gains. Although such return of capital may not be taxable, such distributions would reduce a shareholder’s adjusted tax basis in its Shares and correspondingly increase such shareholder’s potential tax liability for capital gains, or reduce such shareholder’s loss, on disposition of such Shares. Distributions in excess of a shareholder’s adjusted tax basis in its Shares will constitute capital gains to such shareholder.

We have not established any limit on the amount of funds we may use from available sources, such as borrowings, if any, or proceeds from any offering of securities, to fund distributions (which may reduce the amount of capital we ultimately invest in assets).

Shareholders should understand that any distributions made from sources other than cash flow from operations or relying on fee or expense reimbursement waivers, if any, from the Advisor are not based on our investment performance and can only be sustained if we achieve positive investment performance in future periods and/or the Advisor continues to make such expense reimbursements or fee waivers, if any. The extent to which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in our distribution reinvestment plan, how quickly we invest the proceeds from any securities

offerings and the performance of our investments. Shareholders should also understand that our future repayments to the Advisor will reduce the distributions that they would otherwise receive. There can be no assurance that we will achieve such performance in order to sustain these distributions or be able to pay distributions at all. The Advisor has no obligation to waive fees or receipt of expense reimbursements, if any.

Investors will not know the purchase price per Share at the time they submit their subscription agreements and could receive fewer Shares than anticipated as a result of the 1940 Act requirement that we avoid selling Shares at a net offering price below the net asset value per Share.

We intend to sell our Shares at a net offering price that we believe reflects the NAV per Share as determined in accordance with the Company’s share pricing policy, but there is no guarantee that NAV will be equal to the net offering price of our Shares at any closing. As a result, the shareholders’ purchase price may be higher than the prior subscription closing price per Share, and therefore shareholders may receive a smaller number of Shares than if the shareholder had subscribed at the prior subscription closing price. See “Item 1. Business – Determination of Net Asset Value”. We will modify the offering price of such Shares to the extent necessary to comply with the requirements of the 1940 Act, including the requirement that we not sell our Shares at a net offering price below our NAV per Share unless we obtain the requisite approval from our shareholders.

Although the price investors in the Private Offering pay for Shares will generally be based on the NAV per share as of the last calendar day of the applicable month, the most recent NAV per share of such Shares for the month in which an investor makes its investment decision may be significantly different. In addition, investors will not know the exact price of shares in any quarterly tender offer conducted by the Company until after the expiration of the applicable tender offer. In light of the foregoing, an investor may receive or tender shares based on an NAV different than the NAV per share available publicly at the time the relevant investor submitted their purchase order or tendered their shares, as applicable.

If we are unable to raise substantial funds in our ongoing, continuous “best efforts” offering, we may be limited in the number and type of investments we may make, and the value of your investment in us may be reduced in the event our assets under-perform.

Our continuous Private Offering is being made on a best-efforts basis, whereby any broker-dealers participating in the offering are only required to use their best efforts to sell our Shares and have no firm commitment or obligation to purchase any of our Shares. To the extent that less than the maximum number of Shares is subscribed for, the opportunity for diversification of our investments may be decreased and the returns achieved on those investments may be reduced as a result of allocating all of our expenses among a smaller capital base.

We intend, but are not required, to offer to repurchase your Shares on a quarterly basis. As a result, you will have limited opportunities to sell your Shares.

We have commenced a share repurchase program pursuant to which we intend to conduct quarterly repurchase offers subject to market conditions and at the discretion of the Board. In any such repurchase program, only a limited number of Shares will be eligible for repurchase. In addition, any such repurchases will be at a 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 may be repurchased at 98% of such NAV, in the Company’s discretion. As a result, the price at which we repurchase Shares may be at a discount to the price at which you purchased Shares in the Private Offering. The share repurchase program, if implemented, will include numerous restrictions that limit your ability to sell your Shares, and share repurchases may not be available each quarter. For example, to the extent we choose to repurchase Shares in any particular quarter, we intend to limit the number of Shares to be repurchased in each quarter to no more than 5% of our outstanding Shares (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter.

To the extent that the number of Shares requested to be repurchased in one of our repurchase offers exceeds the size of such repurchase offer, repurchase proceeds paid by us to tendering shareholders will be allocated pro rata or otherwise in accordance with the requirements of the Exchange Act and the 1940 Act—not on a first-come, first-serve basis. A significant portion of our Shares are issued to or through feeder funds (or similar intermediary vehicles) primarily created to hold our Shares. In the event that any such intermediary vehicle utilizes subscription proceeds to offset repurchase amounts in its own liquidity program prior to submitting a repurchase request in our share repurchase program, any reduction in subscription proceeds received by such vehicle, or the termination of any such vehicle’s offering, may result in an increase in the net amount of Shares requested by such vehicle to be repurchased by the Company in our share repurchase program and, thus, may ultimately result in the Company repurchasing fewer shares from other holders of our Shares in the applicable repurchase offer. Further, we will have no obligation to repurchase Shares if the repurchase would violate the restrictions on distributions under federal law or Delaware law. These limits may prevent us from accommodating all repurchase requests made in any quarter.

We will notify our shareholders of the results of our discretionary quarterly repurchase offers: (i) in our quarterly reports or (ii) by means of a separate notice to you, accompanied by disclosure in a current or periodic report under the Exchange Act. In addition, under the quarterly share repurchase program, we will have discretion to not repurchase Shares, to suspend the program, and to cease repurchases.

Our share repurchase program may have many limitations and should not be relied upon as a method to sell Shares promptly and at a desired price.

The timing of our repurchase offers pursuant to our share repurchase program may be at a time that is disadvantageous to our shareholders, and, to the extent you are able to sell your Shares under the program, you may not be able to recover the amount of your investment in our Shares.

In the event a shareholder chooses to participate in our share repurchase program, the shareholder will be required to provide us with notice of intent to participate prior to knowing what the NAV per share of the class of shares being repurchased will be on the repurchase date. Although a shareholder will have the ability to withdraw a repurchase request prior to the repurchase date, to the extent a shareholder seeks to sell shares to us as part of our periodic share repurchase program, the shareholder will be required to do so without knowledge of what the repurchase price of our shares will be on the repurchase date.

When we make repurchase offers pursuant to the share repurchase program, we may offer to repurchase Shares at a price that is lower than the price that you paid for our Shares. As a result, to the extent you have the ability to sell your Shares pursuant to our share repurchase program, the price at which you may sell Shares, which will be at a price equal to the NAV per share as of the last calendar day of the applicable quarter (subject to the Early Repurchase Deduction), may be lower than the amount you paid in connection with the purchase of Shares in the Private Offering.

The price at which we may repurchase Shares pursuant to our share repurchase program will be determined in accordance with the Advisor’s valuation policy and, as a result, there may be uncertainty as to the value of our Shares.

Since our Shares are not publicly traded, and we do not intend to list our Shares on a national securities exchange, the fair value of our Shares may not be readily determinable. Any repurchase of Shares pursuant to our share repurchase program will be at a 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 may be repurchased at 98% of such NAV, in the Company’s discretion. Inputs into the determination of fair value of our Shares require significant management judgment or estimation.

In connection with the determination of the fair value of our Shares, investment professionals from the Advisor may use valuations based upon our most recent financial statements and projected financial results. The participation of the Advisor’s investment professionals in our valuation process could result in a conflict of interest as the Advisor’s base management fee is based, in part, on our net assets and our incentive fees will be based, in part, on unrealized losses.

We may be unable to invest a significant portion of the net proceeds of the Private Offering on acceptable terms in an acceptable timeframe.

Delays in investing the net proceeds of the Private Offering may impair our performance. We cannot assure you that we will be able to continue to identify investments that meet our investment objectives or that any investment that we make will produce a positive return.

We may be unable to invest the net proceeds of the Private Offering on acceptable terms within the time period that we anticipate or at all, which could harm our financial condition and operating results.

Before making investments, we may invest the net proceeds of the Private Offering primarily in cash, cash-equivalents, U.S. government securities, repurchase agreements, and/or other high-quality debt instruments maturing in one year or less from the time of investment. This will produce returns that are significantly lower than the returns which we expect to achieve when our portfolio is fully invested in securities and loans meeting our investment objective. As a result, any distributions that we pay while our portfolio is not fully invested may be lower than the distributions that we may be able to pay when our portfolio is fully invested in securities meeting our investment objectives.

Our distributions to shareholders may be funded from expense reimbursements or waivers of management and incentive fees.

Substantial portions of our distributions may be funded through the reimbursement of certain expenses by our Advisor and its affiliates, including through the waiver of management and incentive fees by our Advisor. Any such distributions funded through expense reimbursements or waivers of management and incentive will not be based on our investment performance and can only be sustained if we achieve positive investment performance in future periods and/or our Advisor and its affiliates continue to make such reimbursements or waivers of such fees. Our future repayments of amounts reimbursed or waived by our Advisor or its affiliates will reduce the distributions that shareholders would otherwise receive in the future. There can be no assurance that we will achieve the performance

necessary to be able to pay distributions at a specific rate or at all. Our Advisor and its affiliates have no obligation to waive advisory fees or otherwise reimburse expenses in future periods.

Investing in our Shares involves an above average degree of risk.

The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Our investments in portfolio companies involve higher levels of risk, and therefore, an investment in our Shares may not be suitable for someone with lower risk tolerance. In addition, our Shares are intended for long-term investors who can accept the risks of investing primarily in illiquid loans and other debt or debt-like instruments and should not be treated as a trading vehicle.

The net asset value of our Shares may fluctuate significantly.

The net asset value and liquidity, if any, of the market for our Shares may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

Our shareholders may experience dilution in their ownership percentage.

Our shareholders do not have preemptive rights to any Shares we issue in the future. To the extent that we issue additional equity interests to new shareholders, holders of our Shares may have their ownership in us diluted and may also experience dilution in the book value and fair value of their Shares.

Under the 1940 Act, we generally are prohibited from issuing or selling our Shares at a price below NAV per Share, which may be a disadvantage as compared with certain public companies. We may, however, sell our Shares, or warrants, options, or rights to acquire our Shares, at a price below the current NAV of our Shares if our Board determines that such sale is in our best interests and the best interests of our shareholders, and our shareholders, including a majority of those shareholders that are not affiliated with us, approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the fair value of such securities (less any distributing commission or discount). If we raise additional funds by issuing our Shares or senior securities convertible into, or exchangeable for, our Shares, then the percentage ownership of our shareholders at that time will decrease and you will experience dilution.

Our shareholders will experience dilution in their ownership percentage if they opt out of our distribution reinvestment plan.

We have an “opt out” distribution reinvestment plan pursuant to which shareholders will have their cash distributions automatically reinvested (net of applicable withholding tax) in additional Shares unless they elect to receive their distributions in cash. As a result, our shareholders that “opt out” of our distribution reinvestment plan will experience dilution in their ownership percentage of our Shares over time.

Any preferred shares we may issue in the future could adversely affect the value of our Shares.

Any preferred shares we may determine to issue in the future may have dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of such series of preferred shares that could make an investment in our other shares less attractive. In addition, the distributions on any preferred shares we issue must be cumulative. Payment of distributions and repayment of the liquidation preference of preferred shares must take preference over any distributions or other payments to our common

shareholders, and preferred shareholders would not be subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference (other than any convertible preferred shares that converts into common shares). In addition, under the 1940 Act, any such preferred shares would constitute a “senior security” for purposes of the 150% asset coverage test.

Holders of any preferred shares that we may issue will have the right to elect certain members of our Board of Directors and have class voting rights on certain matters.

The 1940 Act requires that holders of any preferred shares that we may issue must be entitled as a class to elect two directors at all times. In addition, in accordance with the 1940 Act and the terms of any preferred shares we may issue in the future, if distributions paid upon our preferred shares are unpaid in an amount equal to at least two years of distributions, the holders of our preferred shares will be entitled to elect a majority of our Board of Directors. Holders of our preferred shares may have the right to vote, including in the election of directors, in ways that may benefit their interests but not the interests of holders of our Shares.

Our shareholders may be subject to filing requirements under the Exchange Act as a result of an investment in us.

Because our Shares are registered under the Exchange Act, ownership information for any person who beneficially owns 5% or more of our Shares must be disclosed in a Schedule 13D, Schedule 13G or other filings with the SEC. Beneficial ownership for these purposes is determined in accordance with the rules of the SEC, and includes having direct or indirect voting or investment power over the securities. Although we will provide in our quarterly financial statements the amount of outstanding securities and the amount of our investors’ Shares, the responsibility for determining the filing obligation and preparing the filing remains with our investors. In addition, beneficial owners of 10% or more of our Shares are subject to reporting obligations under Section 16(a) of the Exchange Act and may be subject to Section 16(b) of the Exchange Act, which recaptures for the benefit of the Company profits from the purchase and sale of registered stock (and securities convertible or exchangeable into such registered stock) within a six-month period.

Our credit ratings may not reflect all risks of an investment in our debt securities.

Any credit ratings we receive will be an assessment by third parties of our ability to pay our obligations. Consequently, real or anticipated changes in such credit ratings will generally affect the market value of any debt securities we issue. Such credit ratings, however, may not reflect the potential impact of risks related to market conditions generally or other factors on the market value of or any trading market for any debt securities we issue.