v3.26.1
Related Party Transactions
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
Related Party Transactions

3. Related Party Transactions

Advisory Agreement

Pursuant to the terms of the Advisory Agreement, the Advisor manages the Company’s day-to-day operations and provides the Company with investment advisory and management services. The Advisor is a wholly-owned subsidiary of StepStone Group Private Debt AG (f/k/a Swiss Capital Alternative Investments AG), which is a member of the StepStone Group LP (“StepStone Group”). StepStone Group makes certain personnel and resources available to the Advisor pursuant to the terms of a resource sharing agreement (the “Resource Sharing Agreement”).

Under the Advisory Agreement, the Company will pay the Advisor fees for investment management services consisting of a base management fee (the “Base Management Fee”) and an incentive fee (the “Incentive Fee”).

Any of the fees payable to the Advisor under the Advisory Agreement for any partial month or calendar quarter are appropriately prorated. The Advisor may agree to temporarily defer or permanently waive, in whole or in part, the Base Management Fee and/or the Incentive Fee. Any portion of a deferred fee payable to the Advisor and not paid over to the Advisor with respect to any month, calendar quarter or year shall be deferred without interest and may be paid over in any such other month prior to the termination of Advisory Agreement, as the Advisor may determine upon written notice to the Company.

The Base Management Fee is payable monthly in arrears at an annual rate of 1.00% of the value of the Company’s net assets as of the beginning of the first calendar day of the applicable month, commencing with the first calendar day of the first full calendar month following the date of the Company’s election to be treated as a BDC under the 1940 Act. For purposes of the Advisory Agreement, the value of the Company’s “net assets” means the Company’s total assets less liabilities determined on a consolidated basis in accordance with U.S. GAAP. All or any part of the Base Management Fee not taken as to any month is deferred without interest and may be taken in such other month as the Advisor determines.

For the three and six months ended June 30, 2026, the Company incurred a Base Management Fee of $6,393 and $11,450, respectively. For the three and six months ended June 30, 2025, the Company incurred a Base Management Fee of $3,002 and $5,530, respectively.

 

The Incentive Fee consists of two components: an income-based incentive fee and a capital gains-based incentive fee, that are independent of each other, with the result that one component may be payable even if the other is not.

The first part of the Incentive Fee, referred to as the “Income Incentive Fee,” is calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter. The payment of the Income Incentive Fee is subject to a quarterly hurdle rate, expressed as a rate of return on the value of the Company’s net assets at the end of the most recently completed calendar quarter, of 1.25% (5.0% annualized) (the “Hurdle Rate”), subject to a “catch up” feature (as described below).

For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance) such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company (or its wholly-owned subsidiaries) receives from portfolio companies) accrued during the calendar quarter, minus the Company’s and its subsidiaries’ operating expenses for the quarter (including the Base Management Fee, expenses and fees paid to the Advisor under the Administration Agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee and any shareholder servicing and/or distribution fees), net of any expense waivers or expense payments by the Advisor. Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payment-in-kind interest and zero-coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

The calculation of the Income Incentive Fee for each quarter is as follows:

No Income Incentive Fee will be payable to the Advisor in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the Hurdle Rate;
100% of the dollar amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Rate but is less than or equal to 1.3514% in any calendar quarter (5.4056% annualized) will be payable to the Advisor. This portion of the Company’s Income Incentive Fee that exceeds the Hurdle Rate but is less than or equal to 1.3514% is referred to as the “catch up” and is intended to provide the Advisor with an Incentive Fee of 7.5% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches 1.3514% (5.4056% annualized) on net assets in any calendar quarter; and
7.5% of the dollar amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 1.3514% (5.4056% annualized) on net assets in any calendar quarter will be payable to the Advisor once the Hurdle Rate and
catch-up have been achieved (7.5% of the Company’s Pre-Incentive Fee Net Investment Income thereafter will be allocated to the Advisor).

 

For the three and six months ended June 30, 2026, the Company incurred Income Incentive Fees of $4,043 and $7,669, respectively. For the three and six months ended June 30, 2025, the Company incurred Income Incentive Fees of $2,330 and $4,477, respectively.

The second part of the Incentive Fee, referred to as the “Capital Gains-Based Incentive Fee,” is an incentive fee on capital gains and is determined and payable in arrears as of the end of each calendar year (or upon termination of the Advisory Agreement). This fee equals 7.5% of the Company’s incentive fee capital gains, which equal the Company’s realized capital gains on a cumulative basis from the effective date of the Advisory Agreement, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from effective date of the Advisory Agreement, less the aggregate amount of any previously paid Capital Gains-Based Incentive Fee.

The Capital Gains-Based Incentive Fee is subject to calculation under the Advisory Agreement and under U.S. GAAP (i.e., assuming hypothetical liquidation). The U.S. GAAP calculation is computed based on realized gains and unrealized gains, net of realized and unrealized losses.

Each year, the fee paid for the Capital Gains-Based Incentive Fee is net of the aggregate amount of any previously paid Capital Gains-Based Incentive Fee for all prior periods. The Company accrues, but does not pay, a Capital Gains-Based Incentive Fee with respect to unrealized appreciation because a Capital Gains-Based Incentive Fee would be owed to the Advisor if the Company were to sell the relevant investment and realize a capital gain.

For the three and six months ended June 30, 2026, the Company accrued a Capital Gains-Based Incentive Fee of $- and $(46), respectively, under the U.S. GAAP calculation. For the three and six months ended June 30, 2025, the Company accrued a Capital Gains-Based Incentive Fee of $(54) and $(45), respectively, under the U.S. GAAP calculation.

Administration Agreement

The Advisor also serves as the Company’s administrator pursuant to the Administration Agreement and performs certain administrative, accounting and other services for the Company. In consideration of these administrative services, the Company pays the Advisor the administration fee (the “Administration Fee”). Prior to the amendment of the Administration Agreement on March 25, 2025, the Administration Fee was calculated in an amount equal to 0.30% on an annualized basis of the Company’s net assets. Effective March 25, 2025, the Administration Fee was reduced to 0.20% of the Company’s net assets on an annualized basis. Effective, April 1, 2026, the Administration fee was further reduced to 0.175% of the Company’s net assets on an annualized basis. The Administration Fee is calculated based on the Company’s month-end net NAV (as of the close of business on the last calendar day of the applicable month) and is payable monthly in arrears. The Administration Fee is an expense paid out of the Company’s net assets. The Advisor may delegate or sub-contract certain of its services under the Administration Agreement to other entities, including a sub-administrator, and has done so as described in Note 1.

For the three and six months ended June 30, 2026, the Company incurred an Administration Fee of $1,127 and $2,152, respectively. For the three and six months ended June 30, 2025, the Company incurred an Administration Fee of $602 and $1,351, respectively.

Expense Limitation and Reimbursement Agreement

The Company entered into an Expense Limitation and Reimbursement Agreement (the “Expense Limitation Agreement”) with the Advisor for an initial one-year term beginning on April 3, 2023, and ending on the one-year anniversary thereof (the “Limitation Period”) subject to annual renewal by the mutual agreement of the Advisor and the Company. On November 8, 2023, the Company and the Advisor amended and restated the Expense Limitation Agreement (the “Amended Expense Limitation Agreement”). Under the Amended Expense Limitation Agreement, which was in effect for the same initial Limitation Period, unless extended by the Company and the Advisor pursuant to its terms, the Advisor agreed that it will pay, absorb or reimburse the Company’s aggregate monthly Other Operating Expenses (as defined below) on the Company’s behalf (which, for the avoidance of doubt, may include any Other Operating Expenses incurred prior to the effective date of the Advisory Agreement) (each such payment, absorption or reimbursement, a “Required Expense Payment”), such that the aggregate monthly Other Operating Expenses borne by the Company during the Limitation Period would not exceed 1.00%, on an annualized basis, of the Company’s month-end net assets (the “Expense Cap”). For any month in which the Company’s aggregate monthly Other Operating Expenses exceed the Expense Cap, the Advisor was required to make a Required Expense Payment to the extent necessary to eliminate such excess. The Advisor was also permitted to directly pay expenses on behalf of the Company and waive reimbursement under the Amended Expense Limitation Agreement. “Other Operating Expenses” shall include all of the Company’s operating expenses, including O&O Expenses, but shall exclude Specified Expenses (as defined below). “O&O Expenses” includes all of the fees, costs, charges, expenses, liabilities and obligations incurred in relation to or in connection with the establishment of the Company, the marketing and offering of the Shares (including, among other things, legal, accounting, subscription processing and filing fees and expenses and other expenses pertaining to this offering), and the establishment, organization and creation of the operational structure of the Company and its special purpose vehicle subsidiaries, including travel, lodging, meals,

entertainment, legal, accounting, regulatory compliance, fees of professional advisors, printing, postage, regulatory and tax filing fees, and other costs of establishment.

Voluntary Expense Support. At such times as the Advisor determines, the Advisor was also permitted to elect to pay or reimburse certain additional fees and expenses of the Company on the Company’s behalf, including all or any portion of a Specified Expense (each such payment or reimbursement, a “Voluntary Expense Payment” and, together with a Required Expense Payment, the “Expense Payments”); provided that no portion of a Voluntary Expense Payment was permitted to be used to pay any interest expense or shareholder servicing and/or distribution fees of the Company. In making a Voluntary Expense Payment, the Advisor designated, as it deemed necessary or advisable, what type of expense it was paying.

Company Obligation. The Company had no obligation to reimburse or pay the Advisor for any Expense Payment until the Company received at least $100,000 in gross proceeds from the sale of Shares in the agreement (the “Offering Proceeds Threshold”), following which time, such Expense Payments were subject to recoupment by the Advisor in accordance with Excess Expenses below to the extent that such recoupment would not cause the Company to exceed the Expense Cap. Calculation of the Offering Proceeds Threshold excluded gross proceeds from Shares in the agreement purchased by the Advisor and by the Company’s directors and officers.

Specified Expenses. The Expense Cap applies only to the Company’s aggregate monthly Other Operating Expenses, which excludes Specified Expenses. “Specified Expenses” include: (i) the base management fee under the Advisory Agreement; (ii) all fees and expenses charged by the non-affiliated investment managers of the Underlying Funds and other investments in which the Company invests (including management fees, performance or incentive fees and redemption or withdrawal fees, however titled or structured); (iii) the incentive fee under the Advisory Agreement; (iv) transactional costs and expenses associated with the acquisition and disposition of the Company’s investments (whether or not consummated), including due diligence costs, legal costs and brokerage commissions, and sourcing and servicing or related fees incurred by the Company in connection with the servicing by non-affiliated third parties of, and other related administrative services provided by non-affiliated third parties with respect to, the Company’s investments; (v) interest payments incurred on borrowings by the Company or its subsidiaries; (vi) fees and expenses incurred in connection with any credit facility obtained by the Company or any of its subsidiaries, including any expenses for acquiring ratings related to the credit facilities; (vii) distribution and shareholder servicing fees, as applicable; (viii) taxes; and (ix) extraordinary expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual and other meetings of the Company’s shareholders.

Term. The Amended Expense Limitation Agreement remained in effect throughout the Limitation Period (including any extensions thereof), unless terminated by the Company’s Board of Directors upon thirty (30) days written notice to the Advisor. The Limitation Period under the Amended Expense Limitation Agreement expired on April 3, 2026; the Advisor and the Company have not extended the Limitation Period.

Excess Expenses. Under the Amended Expense Limitation Agreement, if the Other Operating Expenses for any month exceed the Expense Cap, the Advisor will be required to waive the Base Management Fee, Incentive Fee and/or reimburse the Company for expenses to the extent necessary to eliminate such excess. Under the Amended Expense Limitation Agreement, the Company agreed to carry forward the amount of any Expense Payment made by the Advisor (“Excess Expenses”) for a period not to exceed three years from the end of the month in which such fees and expenses were waived, reimbursed or paid by the Advisor, and to reimburse the Advisor in the amount of such Excess Expenses (other than Excess Expenses attributable to Specified Expenses) as promptly as possible, on a monthly basis, even if such reimbursement occurs after the termination of the Limitation Period, provided that the Other Operating Expenses have fallen to a level below the Expense Cap and such reimbursement amount does not raise the level of waived fees, reimbursed expenses or directly paid expenses in the month the reimbursement is being made to a level that exceeds the Expense Cap applicable at that time. Subject to the limitations set forth in the Amended Expense Limitation Agreement, the Company shall be obligated to reimburse or pay the Advisor for all or any portion of the Excess Expenses attributable to Specified Expenses upon receiving a written request from the Advisor for recoupment (which request may be for all or any portion of such Excess Expenses attributable to Specified Expenses), regardless of whether the Other Operating Expenses have fallen to a level below the Expense Cap.

For the avoidance of doubt, if at the end of any fiscal year in which the Company has reimbursed the Advisor for any Excess Expenses, the Other Operating Expenses for such fiscal year exceed the Expense Cap applicable at that time, the Advisor shall promptly pay the Company an amount equal to the lesser of: (i) the amount by which the Other Operating Expenses for such fiscal year exceed the Expense Cap; and (ii) the amount of reimbursements for Excess Expenses (other than Excess Expenses attributable to Specified Expenses) paid by the Company to the Advisor in such fiscal year. Any payment by the Advisor to the Company pursuant to the foregoing sentence was subject to later reimbursement by the Company in accordance with the terms of the Amended Expense Limitation Agreement.

For the three and six months ended June 30, 2025, the Company made recoupment payments to the Advisor of $47 and $778, respectively. As of June 30, 2025, all expenses had been fully recouped and paid back to the Advisor. Additionally, on April 3, 2026, the Expense Limitation Agreement lapsed without being extended; therefore the agreement has been terminated.

Other Related Party Transactions

During the three and six months ended June 30, 2026 and 2025, StepStone Private Credit Fund SP (the “Segregated Portfolio”) and StepStone Private Credit (Enhanced) Fund SP (the “Enhanced Segregated Portfolio"), both segregated portfolios of StepStone Private Credit Platform (Cayman) SPC, a Cayman Islands exempted company with limited liability and registered with the Cayman Islands Monetary Authority as a segregated portfolio company purchased the following Shares from the Company on behalf of the respective segregated portfolio's underlying investors:

 

 

 

For the Three Months Ended June 30, 2026

 

 

For the Three Months Ended June 30, 2025

 

 

 

Shares

 

Net Proceeds

 

 

Shares

 

Net Proceeds

 

Purchases

 

 

 

 

 

 

 

 

 

 

The Segregated Portfolio

 

 

14,071,256

 

$

369,063

 

 

 

6,653,519

 

$

174,365

 

The Enhanced Segregated Portfolio

 

 

11,672,832

 

 

302,611

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reinvestments under the Company's DRIP

 

 

 

 

 

 

 

 

 

 

The Segregated Portfolio

 

 

603,504

 

 

15,645

 

 

 

508,127

 

 

13,217

 

The Enhanced Segregated Portfolio

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended June 30, 2026

 

 

For the Six Months Ended June 30, 2025

 

 

 

Shares

 

Net Proceeds

 

 

Shares

 

Net Proceeds

 

Purchases

 

 

 

 

 

 

 

 

 

 

The Segregated Portfolio

 

 

22,283,664

 

$

584,171

 

 

 

12,393,626

 

$

325,237

 

The Enhanced Segregated Portfolio

 

 

11,672,832

 

 

302,611

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reinvestments under the Company's DRIP

 

 

 

 

 

 

 

 

 

 

The Segregated Portfolio

 

 

1,267,960

 

 

32,945

 

 

 

930,722

 

 

24,204

 

The Enhanced Segregated Portfolio

 

 

 

 

 

 

 

 

 

 

As of June 30, 2026 and December 31, 2025, $2,413,294 and $1,818,930, respectively, or 87.1% and 97.6%, respectively, of the outstanding Shares are held by investors indirectly through the Segregated Portfolio.

As of June 30, 2026 and December 31, 2025, $301,552 and $0, respectively, or 10.9% and 0.0%, respectively, of the outstanding Shares are held by investors indirectly through the Enhanced Segregated Portfolio.