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

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

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


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

The following tables summarize transactions in Shares for the three months ended June 30, 2026 and 2025:


	Three Months Ended June 30, 2026				Three Months Ended June 30, 2025
	Shares		Amount		Shares		Amount
Shares
Subscriptions		406,092	$	10,395,950		650,150	$	16,260,250
Net increase (decrease)		406,092	$	10,395,950		650,150	$	16,260,250

The following tables summarize transactions in Shares for the six months ended June 30, 2026 and for the period from the Commencement of Operations through June 30, 2025:


	Six Months Ended June 30, 2026				For the period from the Commencement of Operations through June 30, 2025
	Shares		Amount		Shares		Amount
Shares
Issuance of shares related to Formation Transaction1		-	$	-		2,722,631	$	68,065,767
Subscriptions		944,482		24,076,450		650,150		16,260,250
Net increase (decrease)		944,482	$	24,076,450		3,372,781	$	84,326,017

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

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

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


	NAV Per Share
As of
December 31, 2024	$	25.00
March 3, 2025	$	25.00
March 31, 2025	$	25.01
June 30, 2025	$	25.27
September 30, 2025	$	25.31
December 31, 2025	$	25.41
March 31, 2026	$	25.60
June 30, 2026	$	25.37

The Company's Board expects to declare quarterly distributions. The following table summarizes distributions declared by the Company during the period from the Commencement of Operations through June 30, 2026:


Declaration Date	Type	Record Date	Payment Date	Per Share Amount		Dividend Paid
March 3, 2025	(a)	March 3, 2025	March 20, 2025	(a)		$	832,648
March 27, 2025	Quarterly	March 31, 2025	April 15, 2025	$	0.14	$	381,308
June 27, 2025	Quarterly	June 30, 2025	July 16, 2025	$	0.50	$	1,686,890
September 29, 2025	Quarterly	September 30, 2025	October 16, 2025	$	0.68	$	2,631,251
December 23, 2025	Quarterly	December 31, 2025	January 13, 2026	$	0.84	$	3,937,553
March 30, 2026	Quarterly	March 31, 2026	April 16, 2026	$	0.92	$	4,807,876
June 30, 2026	Quarterly	June 30, 2026	July 15, 2026	$	0.87	$	4,899,879

No other distributions were made to Shareholders during the three and six months ended June 30, 2026, the three months ended June 30, 2025, or the period from the Commencement of Operations through June 30, 2025.

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

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

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

The Company did not make any share repurchases for the three and six months ended June 30, 2026, the three months ended June 30, 2025, or the period from the Commencement of Operations through June 30, 2025.