Prior to the BDC Election date, the Fund was party to subscription agreements with investors, including affiliates of the Adviser, providing for the private placement of the Fund's common shares through commitments (collectively "Capital Commitments"). Under the terms of the Capital Commitments, investors were required to fund capital contributions to purchase the Fund's common shares up to the amount of their respective Capital Commitment on an as-needed basis each time a drawdown notice is delivered to investors.

After the BDC Election date, the Fund will enter into subscription agreements with investors, including affiliates of the Adviser, providing for the private placement of the Fund's common shares through subscriptions (collectively "Capital Subscriptions"). Under the terms of the Capital Subscriptions, the Fund continuously offers shares of its common stock on a monthly basis at a price equal to the then current NAV per share. Capital Subscriptions are accepted as of the first calendar day of each month. The Fund is authorized to issue an unlimited number of common shares of beneficial interest at $0.01 per share par value.

As of December 31, 2025, the Fund had $204.4 million of total capital commitments, of which approximately 1.0% are held by affiliates. As of December 31, 2025, $202.3 million of capital commitments were funded.

Shares issued and outstanding as of March 31, 2026 and December 31, 2025 were 15,534,956 and 7,598,987, respectively. The aggregate interests of Shareholders affiliated with the Adviser was approximately 0.5% of the Fund as of March 31, 2026 and 1.0% as of December 31, 2025.

Distributions

The Board may, in its discretion, authorize the Fund to distribute ratably among the shareholders of any class of shares in the Fund in accordance with the number of outstanding full and fractional shares of such class or series as the Board may deem proper or as may otherwise be determined in accordance with the governing documents of the Fund. Any such distribution may be made in cash or property (including without limitation any type of obligations of the Fund or any assets thereof) or shares of any class or series or any combination thereof. It is expected that the Board will authorize at least quarterly distributions of the majority of the Fund’s net investment income. The Board may always retain such amount as it may deem necessary to pay the debts or expenses or meet other obligations of the Fund, or as it may otherwise deem desirable to use in the conduct of its affairs or to retain for future requirements or extensions of the business.

The Fund declared no dividends the three months ended March 31, 2025.

Distribution Reinvestment Plan

On February 2, 2026 the Fund adopted a distribution reinvestment plan pursuant to which the Fund will reinvest all cash dividends declared by the Board on behalf of our shareholders who do not elect to receive their dividends in cash. As a result, if the Board authorizes, and the Fund declares, a cash dividend or other distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares. Shareholders who receive distributions in the form of common shares will be subject to the same tax consequences as if the distributions were received in cash.

As of March 31, 2025 the Fund did not have a distribution reinvestment plan in place.

Share Repurchase Program

At the discretion of Board, the Fund intends to commence a share repurchase program following the six month anniversary of the BDC Election Date in which it intends to repurchase up to 5% of the Fund’s common shares outstanding, either by number of common shares or aggregate NAV, as of the close of the applicable calendar quarter. The Board may amend, suspend or terminate the share repurchase program or conduct additional repurchases of common shares in an amount greater than 5% of common shares at any time if in its reasonable judgment it deems such action to be in the Fund’s best interest and the best interest of its shareholders. As a result, share repurchases may not be available each quarter. The Fund intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act.

Under the share repurchase program, to the extent the Fund offers to repurchase common shares in any particular quarter, the Fund expects to repurchase common shares pursuant to tender offers on or around the last business day of that quarter (the "Repurchase Date") using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that common shares that have not been outstanding for at least one year will be purchased at 98% of such NAV (an "Early Repurchase Deduction"). The one-year holding period is measured as of the subscription closing date in respect of such common shares and ends immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived, solely in the discretion of the Adviser, in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining Shareholders.

There have been no repurchases under the Share Repurchase Program.