v3.26.1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Unfunded Commitments

The Fund’s commitments and contingencies consist primarily of unused commitments to extend credit in the form of loans or equipment financings to the Fund’s portfolio companies. A portion of these unfunded contractual commitments as of June 30, 2026, and December 31, 2025, are generally dependent upon the portfolio company reaching certain milestones before the debt commitment becomes available. Furthermore, the Fund’s credit agreements contain customary lending provisions that allow the Fund relief from funding obligations for previously made commitments in instances where the underlying portfolio company experiences materially adverse events that affect the financial condition or business outlook for the Fund. Since a portion of these commitments may expire without being drawn, unfunded contractual commitments do not necessarily represent future cash requirements. As such, the Fund’s disclosure of unfunded contractual commitments as of June 30, 2026, and December 31, 2025, includes only those commitments that are available at the request of the portfolio company and are unencumbered by milestones or additional lending provisions.

The Fund will fund its unfunded commitments, if any, from the same sources it uses to fund its investment commitments that are funded at the time they are made (which are typically through existing cash and cash equivalents and borrowings under its KeyBank Credit Facility) and maintains adequate liquidity to fund its unfunded commitments through these sources.

As of June 30, 2026, the Fund had aggregate unfunded commitments of $4.3 million to five portfolio companies. As of December 31, 2025, the Fund had aggregate unfunded commitments of $2.2 million to four portfolio companies.
In the normal course of business, the Fund enters into contracts that provide a variety of representations and warranties and general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Fund under these arrangements is unknown as it would involve future claims that may be made against the Fund; however, based on the Fund’s experience, the risk of loss is remote, and no such claims are expected to occur. As such, the Fund had not accrued any liability in connection with such indemnifications as of June 30, 2026, and December 31, 2025.

Expense Limitation Agreement

The Fund and the Adviser have entered into the Expense Limitation Agreement (as defined below), dated as of August 28, 2025, pursuant to which the Adviser or an affiliate thereof may provide expense support to the Fund in order to reduce operating expenses borne by the Fund’s shareholders. Expense support payments may be made in the form of paying expenses directly, reimbursing the Fund for expenses incurred and paid, or waiving a portion of or all fees due by the Fund to the Adviser or an affiliate thereof during each quarterly calculation period. Any such expense limitation payments or waivers are subject to reimbursement by the Fund for three years after the date on which such expense limitation payment or waiver was made. No such expense limitation payments or waivers were made during the three and six months ended June 30, 2026, and June 30, 2025. See “Note 11 – Related Party Transactions” for additional information.

Organizational and Offering Expense Support and Reimbursement Agreement

The Fund and the Adviser have entered into the O&O Expense Agreement (as defined below), dated as of August 28, 2025, pursuant to which the Fund may pay for organizational and permissible offering (“O&O”) expenses up to a limit of 1.50% of gross equity contributions (including the value of the seed capital as described below). The Adviser, the Administrator or their affiliates will bear any O&O expenses in excess of the 1.50% limit. The Fund may pay O&O expenses in the form of direct payments to third-party vendors. The Fund may also pay O&O expenses to its affiliates and affiliates of the Adviser or the Administrator in the form of reimbursement (“Affiliate O&O Expense Reimbursement”). Affiliate O&O Expense Reimbursement will not be included in the calculation of operating expenses under the Expense Limitation Agreement. Any O&O Expenses subject to Affiliate O&O Expense Reimbursement are reimbursable by the Fund up to three years after the date on which such O&O Expenses were paid on the Fund’s behalf, provided that reimbursement does not cause the Fund to exceed the 1.50% limit described above at the time of such reimbursement. No such Affiliate O&O Expense Reimbursements were made during the three and six months ended June 30, 2026, and June 30, 2025. See “Note 11 – Related Party Transactions” for additional information.

Legal Proceedings

The Fund may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to seek to impose liability on the Fund in connection with the activities of its portfolio companies. As of June 30, 2026, and December 31, 2025, there were no material legal matters or material litigation pending of which the Fund is aware.