Related Party Transactions |
6 Months Ended |
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Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Related Party Transactions Investment Advisory Agreement and Sub-Advisory Agreement The Fund is party to an Investment Advisory Agreement with the Adviser (the “Investment Advisory Agreement”) and a Sub-Advisory Agreement with the Sub-Adviser (the “Sub-Advisory Agreement), each dated as of August 28, 2025. The Adviser provides its services under the Investment Advisory Agreement, and the Sub-Adviser provides its services under the Sub-Advisory Agreement. The activities of both of the Adviser and the Sub-Adviser are subject to the supervision and oversight of the Board of Trustees. Pursuant to the Investment Advisory Agreement, the Fund pays the Adviser a fee for its services consisting of two components: a base management fee and an incentive fee. Pursuant to the Sub-Advisory Agreement, the Sub-Adviser receives 50% of all fees paid to the Adviser under the Investment Advisory Agreement net of any payments, reimbursements or waivers under the Expense Limitation Agreement. Base management fee The base management fee is calculated monthly and payable quarterly in arrears and equals an annual rate of 1.75% of the Fund’s Managed Assets (as defined below). The base management fee is calculated based on the Fund’s Managed Assets at the end of the most recently completed calendar month, and adjusted for any share issuances or repurchases during the relevant calendar month. “Managed Assets” means the Fund’s total assets (including assets attributable to the use of leverage) minus the sum of the Fund’s accrued liabilities (other than liabilities incurred for the purpose of creating leverage). For the three months and six months ended June 30, 2026, the base management fee totaled $0.6 million and $1.2 million, respectively. As of June 30, 2026, $0.6 million remained payable. These amounts exclude base management fees payable under the Initial Advisory Agreement, as described below. Incentive fee The incentive fee consists of two parts. Under the Investment Advisory Agreement, the first part of the incentive fee, which is referred to as the incentive fee on income, is calculated and payable quarterly in arrears based upon the Fund’s “Pre-Incentive Fee Net Investment Income,” as defined below, for the immediately preceding quarter. The payment of the incentive fee on income is subject to payment of a preferred return to shareholders each quarter (i.e., a “hurdle rate”), expressed as a rate of return on the value of the Fund’s net assets at the end of the immediately preceding quarter, of 2.00%, subject to a “catch up” feature. For this purpose, “Pre-Incentive Fee Net Investment Income” means (a) interest income, dividend income and any other income (including any other fees, such as commitment, exit/success, origination, structuring, diligence and consulting fees, but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus (b) the Fund’s operating expenses for the quarter (including the base management fee, expenses payable under the Administration Agreement to the Administrator, any interest expense and/or dividends paid on any issued and outstanding debt or preferred shares, but excluding organizational and offering expenses, the incentive fee and any distribution and/or shareholder servicing fee) after giving application to the Expense Limitation Agreement. Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as OID, debt instruments PIK interest and zero-coupon securities), accrued income that the Fund has not yet received in cash. The Adviser is not obligated to return the incentive fee based on income it receives on deferred interest that is later determined to be uncollectible in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediately preceding calendar quarter, is compared to a hurdle rate of 2.00% (8.00% annualized) of the Fund’s net assets at the end of such quarter and subject to a “catch-up” feature as described below. For such purposes, the Fund’s quarterly rate of return is determined by dividing Pre-Incentive Fee Net Investment Income by the Fund’s net assets at the end of such quarter. The incentive fee in each calendar quarter is paid to the Adviser as follows: •no incentive fee in any calendar quarter in which Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 2.00% (8.00% annualized) of the Fund’s net assets at the end of the immediately preceding calendar quarter; •100% of the Fund’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.50% (10.00% annualized) of the Fund’s net assets at the end of the immediately preceding calendar quarter. The Fund refers to this portion of its Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than 2.50% (10.00% annualized) of the Fund’s net assets at the end of the immediately preceding calendar quarter) as the “catch-up.” The “catch-up” is meant to provide the Adviser with 10.00% of the Fund’s Pre-Incentive Fee Net Investment Income as if a hurdle did not apply; and •20% of the amount of the Fund’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.50% (10.00% annualized) of the Fund’s net assets at the end of the immediately preceding calendar quarter is payable to the Adviser (that is, once the hurdle rate is reached and the catch-up is achieved, 20% of all Pre-Incentive Fee Net Investment Income thereafter is paid to the Adviser). For the three months and six months ended June 30, 2026, incentive fees based on income totaled $0.4 million and $0.8 million, respectively. As of June 30, 2026, $0.4 million remained payable. These amounts exclude incentive fees payable under the Initial Advisory Agreement, as described below. The second part of the incentive fee, which is referred to as the capital gains incentive fee, will be an annual fee that will be determined and payable, in arrears, as of the end of each calendar year (or upon termination of the Investment Advisory Agreement) in an amount equal to 20.00% of cumulative realized capital gains, if any, determined on a cumulative basis from the date of the Fund’s election to be regulated as a BDC (based on the fair market value of each investment as of such date) through the end of such calendar year (or upon termination of the Investment Advisory Agreement), computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from the date of the Fund’s election to be regulated as a BDC (based on the fair market value of each investment as of such date) through the end of such calendar year (or upon termination of the Investment Advisory Agreement), less the aggregate amount of any previously paid capital gains incentive fees. For the three and six months ended June 30, 2026, the Fund did not record an accrual for incentive fees based on capital gains under GAAP. These amounts exclude incentive fees payable under the Initial Advisory Agreement, as described below. Additionally, the Fund will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if the Fund were to sell the relevant investment and realize a capital gain. For the three and six months ended June 30, 2026, such incentive fee totaled $0.1 million and $0.2 million, respectively, which remained unrealized. This amount excludes incentive fees payable under the Initial Advisory Agreement, as described below. The fees that will be payable under the Investment Advisory Agreement will be appropriately adjusted for any share issuances or repurchases during the calendar quarter (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) and except as described above, exclude capital gains, realized loss and unrealized capital appreciation or depreciation. Origination Fee The Fund also pays the Sub-Adviser (and prior to the Conversion, paid the Initial Manager, as defined below) a fee (the “Origination Fee”) equal to 1.00% of the funded amount of each investment acquired or made by the Fund on, under or with respect to an originated investment purchased by the Fund. For the three and six months ended June 30, 2026, the Fund incurred $0.2 million and $0.3 million in Origination Fees, respectively. For the three and six months ended June 30, 2025, the Fund incurred $0.1 million and $0.2 million in Origination Fees, respectively. As of June 30, 2026, and December 31, 2025, there were no unpaid Origination Fees included in accrued expenses and other liabilities in the accompanying Consolidated Statement of Assets and Liabilities. Private Fund Advisory Agreement Prior to the Conversion, during its private fund stage, the Fund was a party to an investment advisory agreement (the “Initial Advisory Agreement”), dated as of June 28, 2024, with Trinity Capital Adviser, as the Fund’s sole investment adviser (the “Initial Manager”). The Initial Advisory Agreement was terminated in accordance with its terms in connection with the Conversion and the Fund’s election to be regulated as a BDC. Under the Initial Advisory Agreement, the Fund paid the Initial Manager advisory fees, including a base management fee and an incentive fee, on substantially the same terms (including identical fee rates) as the currently effective Investment Advisory Agreement. Under the Initial Advisory Agreement, EPCM Holdings LLC (and subsequently EPH Investments LLC), as the non-managing member, was entitled to a reimbursement of 50% of all advisory fees earned by the Initial Manager. For the three and six months ended June 30, 2026, the Fund did not incur management fees and incentive fees representing the Income Incentive Fee and Capital Gains Incentive Fee pursuant to the Initial Advisory Agreement. For the three and six months ended June 30, 2025, the Fund incurred $0.3 million and $0.6 million in base management fees, respectively. For the three and six months ended June 30, 2025, the Fund incurred $0.2 million and $0.5 million, respectively, representing the Income Incentive Fee and $0.1 million and $0.1 million, respectively, representing the Contingent Capital Gains Incentive Fee pursuant to the Initial Advisory Agreement. As of June 30, 2026, and December 31, 2025, no fees remained unpaid pursuant to the Initial Advisory Agreement. Administration Agreement The Fund is party to an Administration Agreement, dated as of August 28, 2025, with the Administrator. Pursuant to the Administration Agreement, the Administrator provides the Fund with office facilities, equipment, clerical, bookkeeping, and record keeping services at such facilities and such other services necessary for the Fund’s operations, including but not limited to accounting services, maintenance of financial reports, preparing shareholder reports, preparing and filing tax returns and investor relations support, as set forth in the Administration Agreement. In consideration of the provision of the services under the Administration Agreement, the Fund reimburses the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel (including salaries and related payroll expenses) and facilities under the Administration Agreement. Payments under the Administration Agreement are equal to an amount based upon the Fund’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and the Fund’s allocable portion of the compensation of the Fund’s Chief Financial Officer and Chief Compliance Officer and the Fund’s allocable portion of the compensation of any administrative support staff. The Fund’s allocable portion of such total compensation is based on an allocation of the time spent on the Fund relative to other matters. To the extent the Administrator outsources any of its functions, the Fund pays the fees on a direct basis, without profit to the Administrator. The Administrator has the ability to delegate responsibilities to sub-administrators. The Administrator has delegated certain administration responsibilities to Harmonic Fund Services, a third-party. For the three months ended June 30, 2026, the Fund was charged a total of $0.1 million in administration fees pursuant to the Administration Agreement, consisting of less than $0.1 million for services provided by the Administrator and less than $0.1 million for services provided by Harmonic Fund Services, all of which was payable as of June 30, 2026. For the six months ended June 30, 2026, the Fund was charged a total of $0.2 million in administration fees pursuant to the Administration Agreement, consisting approximately of $0.1 million and for services provided by the Administrator and less than $0.1 million for services provided by Harmonic Fund Services, all of which was payable as of June 30, 2026. Private Fund Administration Agreement Prior to the Conversion, during its private fund stage, the Fund was a party to an Administration Agreement, dated as of June 28, 2024 (the “Initial Administration Agreement”), with the Administrator, which was terminated in accordance with its terms in connection with the Conversion and the Fund’s election to be regulated as a BDC. The terms of the Initial Administration Agreement, including all compensation terms, were substantially similar to those of the Administration Agreement. For the three and six months ended June 30, 2026, the Fund did not incur administration fees pursuant to the Initial Administration Agreement. For the three and six months ended June 30, 2025, the Fund was charged less than $0.1 million in administration fees pursuant to the Initial Administration Agreement, consisting of $0.0 million and less than $0.1 million, relating to services provided by the Initial Administrator and Harmonic Fund Services, respectively. As of June 30, 2026, and December 31, 2025, no fees remained unpaid pursuant to the Initial Administration Agreement. Due from Affiliate As of June 30, 2026, and December 31, 2025, the Fund’s “Due from affiliates” balance of less than $0.1 million and $1.3 million, respectively, as reflected on Consolidated Statements as Assets and Liabilities, consisted of a net amount receivable from the Sub-Adviser related to trade settlements and is expected to be paid in the normal course of business. Expense Limitation Agreement The Fund has entered into the Expense Limitation Agreement with the Adviser pursuant to which the Adviser or an affiliate thereof may provide expense support to us in order to reduce operating expenses borne by the Fund’s shareholders. See “Note 6 – Commitments and Contingencies.” Organizational and Offering Expense Support and Reimbursement Agreement The Fund has entered into the O&O Expense Agreement pursuant to which the Fund may pay for O&O expenses up to a limit of 1.50% of gross equity contributions (including the value of the initial seed portfolio), and the Adviser, the Administrator or their affiliates will bear any O&O expenses in excess of the 1.50% limit. The Fund may also pay Affiliate O&O Expense Reimbursements. See “Note 6 – Commitments and Contingencies.” Dealer Manager Agreement The Fund has entered into a Dealer Manager Agreement, dated as of August 28, 2025 (the “Dealer Manager Agreement”), with the Dealer Manager with respect to the Private Offering. Pursuant to the Dealer Manager Agreement, the Dealer Manager will offer and sell the Fund’s shares, on a best efforts basis, at NAV plus a sales load of up to 6.75%, which is comprised of a selling commission of up to 6.00% and a dealer manager fee of up to 0.75%. The Fund and the Dealer Manager may also enter into agreements with various brokers-dealers and other financial intermediaries (“Selling Agents”) for the sale and servicing of the shares in connection with the Private Offering. The Dealer Manager may reallow a portion or all of the sales load to Selling Agents for selling shares to their customers. The Dealer Manager and/or a Selling Agent may, at its discretion, waive all or a portion of the sales load for the purchase of shares. Co-Investments The Fund and certain affiliates have received an exemptive relief order (the “Order”) from the SEC that permits the Fund to participate in certain negotiated co-investments alongside certain affiliates, including Trinity Capital Inc. or other funds or accounts managed by the Sub-Adviser (or any future investment adviser that controls, is controlled by or is under common control with the Sub-Adviser), in a manner consistent with the Fund’s investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, and subject to compliance with the Order. The Order contains certain conditions and requires the Board to maintain oversight of the Fund’s participation in the co-investment program. The Order also requires a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board’s eligible trustees to make certain conclusions pursuant to Section 57(f) of the 1940 Act in connection with certain co-investment transactions, including co-investment transactions in which an affiliate is an existing investor in the portfolio company, non-pro rata follow on investments and non-pro rata dispositions of investments. The Fund may co-invest on a concurrent basis with other accounts managed by certain affiliates of the Adviser and/or Sub-Adviser, subject to compliance with applicable regulations and regulatory guidance.
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