0002125316 none:MonroeCapitalAssetBackedFinanceCompanyLpSeriesIiMember none:CommonClassEMember 2026-03-11 2026-03-11 0002125316 none:MonroeCapitalAssetBackedFinanceCompanyLpSeriesIiMember 2026-03-31 0002125316 none:MonroeCapitalAssetBackedFinanceCompanyLpSeriesIiMember none:CommonClassEMember 2026-03-11 0002125316 none:FounderShareClassIiiAndClassEWMember us-gaap:SubsequentEventMember 2026-07-17 2026-07-17 0002125316 none:StandardFeeClassMember us-gaap:SubsequentEventMember 2026-07-17 2026-07-17 0002125316 none:FounderShareClassIiMember us-gaap:SubsequentEventMember 2026-07-17 2026-07-17 0002125316 none:FounderShareClassIiiMember us-gaap:SubsequentEventMember 2026-07-17 2026-07-17 0002125316 none:MonroeCapitalAssetBackedFinanceCompanyLpSeriesIMember 2026-06-30 0002125316 us-gaap:SubsequentEventMember 2026-07-17 2026-07-17 0002125316 none:MonroeCapitalAssetBackedFinanceCompanyLpSeriesIiMember 2026-06-30 0002125316 none:MonroeCapitalAssetBackedFinanceCompanyLpSeriesIiMember 2026-04-01 2026-06-30 0002125316 none:MonroeCapitalAssetBackedFinanceCompanyLpSeriesIiMember 2026-01-06 2026-06-30 0002125316 2026-04-01 2026-06-30 0002125316 2026-08-14 0002125316 2026-01-06 2026-06-30 shares iso4217:USD none:item pure iso4217:USD shares

http://fasb.org/us-gaap/2026#RelatedPartyMember

15087

0002125316 --12-31 2026 Q2 false

10-Q true 2026-06-30 false 000-56834 Monroe Capital Asset-Backed Finance Company, LP DE 41-3394824 155 North Wacker Drive, 35th Floor Chicago IL 60606 312 258-8300 No Yes Non-accelerated Filer false true false false 600

15117

266540

993424

1275081

266540 993424

1259964

15117

600

25.2

117

1213846

1566669

1213846

1566669

1213846 1566669

117

15000

117

15087

117

266540 993424 266540 993424

117

15000

15117

Note 1. Organization and Principal BusinessMonroe Capital Asset-Backed Finance Company, LP (the “Partnership”) was formed on January 6, 2026 as a Delaware limited partnership. On February 19, 2026, the Partnership established two registered series of limited partnership interests, Monroe Capital Asset-Backed Finance Company, LP—Series I (“Series I”) and Monroe Capital Asset-Backed Finance Company, LP—Series II (“Series II”). Series I and Series II are intended to be treated as separate entities for U.S. federal income tax purposes with segregated assets and liabilities. As of June 30, 2026, only Series II has accepted seed capital. Series I is currently not accepting subscriptions to the Partnership. Section 17-218(b) of the LP Act (as defined below) provides that a Series established in accordance with Section 17-218(a) of the LP Act may carry on any lawful business, purpose or activity, other than the business of banking, and has the power and capacity to, in its own name, contract, hold title to assets (including real, personal, and intangible property), grant liens and security interests, and sue and be sued. The Partnership intends for each Series to conduct its business and enter into contracts in its own name to the extent such activities are undertaken with respect to a particular Series and title to the relevant property will be held by or for the benefit of, the relevant Series. Under Delaware law, to the extent the records maintained for a Series account for the assets associated with such Series separately from the other assets of the Partnership or any other Series, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to such Series are segregated and enforceable only against the assets of such Series and not against the assets of the Partnership generally or any other Series. Series I is intended to be treated as a corporation for U.S. federal income tax purposes, and Series II is intended to be treated as a partnership for U.S. federal income tax purposes. As of June 30, 2026, the Partnership intends to only offer shares of Series II. The Partnership intends to conduct its operations and those of its subsidiaries so that each will qualify for exclusions from registration under the Investment Company Act of 1940, as amended.The Partnership is a holding company that seeks to build a diversified portfolio of Asset-Backed Finance Assets (as defined below). The term Asset-Backed Finance Assets, as used herein, refers to a broad spectrum of investment opportunities, often backed by assets used on a day-to-day basis by businesses and individuals, and refers, individually and collectively, to leases, loans, mortgages, mezzanine securities, royalties, residuals, other credit or credit-related obligations or equity interests that are collateralized by, or payable from a stream of payments generated by, a specific pool of real, financial, or other assets. The Partnership’s investment objective is to build a diversified portfolio of Asset-Backed Finance Assets that will generate attractive, risk-adjusted returns in the form of current income and, to a lesser extent, long-term capital appreciation across all economic cycles, targeting assets that have significant downside protection. The Partnership expects to generally divide the Asset-Backed Finance Assets into two categories: (i) specialty finance assets, which include royalty finance, consumer finance, litigation finance and fund finance and (ii) hard assets, which include real estate, digital infrastructure, aircraft finance and equipment finance.The Partnership is sponsored by Monroe Capital, LLC and is operated by Monroe Capital Asset Finance Advisors, LLC (the “Operating Manager” and together with its affiliates and subsidiaries, “Monroe”). The Partnership through the Operating Manager has access to Monroe’s asset sourcing, operations and portfolio management capabilities pursuant to an operating agreement with the Operating Manager. The Operating Manager manages the Partnership on a day-to-day basis. Monroe Capital Management Advisors LLC, an affiliate of the Operating Manager (the “Administrator”), provides administration services for the Partnership pursuant to an administration agreement with the Partnership. The General Partner of the Partnership is Monroe Capital Asset-Backed Finance Company GP, LLC, a Delaware limited liability company and an affiliate of the Operating Manager.The Partnership expects to conduct a continuous private offering of its shares in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to (i) accredited investors (as defined in Regulation D under the Securities Act) and (ii) in the case of shares sold outside of the United States, to persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act).On March 11, 2026, the Partnership issued 600 shares of Class I of Series II - subsequently redesignated as Class E Shares (the “Shares”) at the issue price of $25.00 per share to Monroe Capital Intermediate Holdings, LLC, an affiliate of the Operating Manager. The purchase of shares in a Series of the Partnership is an investment only in that particular Series and not an investment in the Partnership as a whole. At the launch of the offering of its shares, the Partnership intends to only offer and accept subscriptions for shares of Series II.The Partnership has no operations as of June 30, 2026, other than matters relating to its organization and offering and money market interest earned on cash received as part of the initial issuance of Shares on March 11, 2026. The Partnership had neither purchased nor contracted to purchase any investments and had not commenced its investing activities.

600

Note 2. Summary of Significant Accounting PoliciesBasis of Accounting—The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are presented in U.S. dollars, which is the Partnership’s functional currency. The Partnership’s financial statements are prepared using the accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification (ASC) 946, Financial Services – Investment Companies. The Partnership’s fiscal year end is December 31.Basis of Presentation—Series I and Series II are intended to be treated as separate entities for U.S. federal income tax purposes with segregated assets, liabilities, and expenses. Allocation to each Series is based on attributable investment activity, Net Asset Value (“NAV”), or other equitable allocation methodologies as determined by the Operating Manager. These financial statements incorporate the assets and liabilities, and results of operations, of the Partnership as a whole, as well as each Series of interest in the Partnership.Basis of Consolidation—As provided under Regulation S-X and ASC 946, the Partnership will generally not consolidate its investment in a company other than a wholly owned investment company or controlled operating company whose business consists of providing services to the Partnership.Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could materially differ from those estimates.Cash and Cash Equivalents—As of June 30, 2026, cash and cash equivalents were comprised of cash on hand. The Partnership deposits its cash and cash equivalents with financial institutions and, at times, may exceed the FDIC insured limit. The Partnership earns interest income on balances primarily through money market funds.Organizational and Offering Expenses—Organizational expenses are expensed as incurred. Organizational expenses consist of costs incurred to establish the Partnership and enable it legally to do business. Organizational expenses will be reimbursed by the Operating Manager, subject to potential recoupment as described in Note 3.Offering expenses include registration fees and legal fees regarding the preparation of the initial registration statement. Offering expenses are accounted for as deferred costs until the commencement of investment activities and operations. For continuous offerings, offering expenses are then amortized over the first twelve months of operations on a straight-line basis. Refer to Note 3 for additional information.Investments, At Fair Value—ASC 820, Fair Value Measurement, defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value. The Partnership recognizes and accounts for its investments at fair value. The fair value of the investments does not reflect transactions costs that may be incurred upon disposition of investments.Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity for disclosure purposes.Assets and liabilities recorded at fair value on the Statement of Assets and Liabilities are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined under GAAP, are directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows:Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.Level 2—Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability.Level 3—Inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.A significant decrease in the volume and level of activity for the asset or liability is an indication that transactions or quoted prices may not be representative of fair value because in such market conditions there may be increased instances of transactions that are not orderly. In those circumstances, further analysis of transactions or quoted prices is needed, and an adjustment to the transactions or quoted prices may be necessary to estimate fair value.Income Taxes—Series I intends to elect to be taxed as a corporation for U.S. federal income tax purposes. Series I is liable for income taxes, if any, on its net taxable income. There are no shares outstanding or activity associated with Series I through June 30, 2026.Series II intends to operate so that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code and not a publicly traded partnership treated as a corporation. As such, it will not be subject to any U.S. federal, state and/or local income taxes. In any year, it is possible that Series II will not meet the qualifying income exception, which would result in Series II being treated as a publicly traded partnership taxed as a corporation, rather than a partnership. If Series II does not meet the qualifying income exception, the holders of interest in Series II would then be treated as stockholders in a corporation, and the Series II would become taxable as a corporation for U.S. federal income tax purposes. Series II would be required to pay income tax at corporate rates on its net taxable income. In addition, Series II intends to operate, in part, through subsidiaries that may be treated as corporations for U.S. or non-U.S. tax purposes and therefore may be subject to current and deferred U.S. federal, state and/or local income taxes at the subsidiary level.For the three months ended June 30, 2026 and the period from January 6, 2026 (date of formation) to June 30, 2026, no tax expense was recorded.Calculation of NAV—The NAV per Share of each Series of the Partnership’s Shares is determined by dividing the total assets of the Partnership (the value of investments, plus cash or other assets) attributable to such Series less the value of any liabilities of such Series, by the total number of Shares outstanding of such Series.Recent Accounting Pronouncements— There are no recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying statement of assets and liabilities.

Basis of Accounting—The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are presented in U.S. dollars, which is the Partnership’s functional currency. The Partnership’s financial statements are prepared using the accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification (ASC) 946, Financial Services – Investment Companies. The Partnership’s fiscal year end is December 31.

Basis of Presentation—Series I and Series II are intended to be treated as separate entities for U.S. federal income tax purposes with segregated assets, liabilities, and expenses. Allocation to each Series is based on attributable investment activity, Net Asset Value (“NAV”), or other equitable allocation methodologies as determined by the Operating Manager. These financial statements incorporate the assets and liabilities, and results of operations, of the Partnership as a whole, as well as each Series of interest in the Partnership.

Basis of Consolidation—As provided under Regulation S-X and ASC 946, the Partnership will generally not consolidate its investment in a company other than a wholly owned investment company or controlled operating company whose business consists of providing services to the Partnership.

Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could materially differ from those estimates.

Cash and Cash Equivalents—As of June 30, 2026, cash and cash equivalents were comprised of cash on hand. The Partnership deposits its cash and cash equivalents with financial institutions and, at times, may exceed the FDIC insured limit. The Partnership earns interest income on balances primarily through money market funds.

Organizational and Offering Expenses—Organizational expenses are expensed as incurred. Organizational expenses consist of costs incurred to establish the Partnership and enable it legally to do business. Organizational expenses will be reimbursed by the Operating Manager, subject to potential recoupment as described in Note 3.Offering expenses include registration fees and legal fees regarding the preparation of the initial registration statement. Offering expenses are accounted for as deferred costs until the commencement of investment activities and operations. For continuous offerings, offering expenses are then amortized over the first twelve months of operations on a straight-line basis. Refer to Note 3 for additional information.

Investments, At Fair Value—ASC 820, Fair Value Measurement, defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value. The Partnership recognizes and accounts for its investments at fair value. The fair value of the investments does not reflect transactions costs that may be incurred upon disposition of investments.Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity for disclosure purposes.Assets and liabilities recorded at fair value on the Statement of Assets and Liabilities are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined under GAAP, are directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows:Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.Level 2—Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability.Level 3—Inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.A significant decrease in the volume and level of activity for the asset or liability is an indication that transactions or quoted prices may not be representative of fair value because in such market conditions there may be increased instances of transactions that are not orderly. In those circumstances, further analysis of transactions or quoted prices is needed, and an adjustment to the transactions or quoted prices may be necessary to estimate fair value.

Income Taxes—Series I intends to elect to be taxed as a corporation for U.S. federal income tax purposes. Series I is liable for income taxes, if any, on its net taxable income. There are no shares outstanding or activity associated with Series I through June 30, 2026.Series II intends to operate so that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code and not a publicly traded partnership treated as a corporation. As such, it will not be subject to any U.S. federal, state and/or local income taxes. In any year, it is possible that Series II will not meet the qualifying income exception, which would result in Series II being treated as a publicly traded partnership taxed as a corporation, rather than a partnership. If Series II does not meet the qualifying income exception, the holders of interest in Series II would then be treated as stockholders in a corporation, and the Series II would become taxable as a corporation for U.S. federal income tax purposes. Series II would be required to pay income tax at corporate rates on its net taxable income. In addition, Series II intends to operate, in part, through subsidiaries that may be treated as corporations for U.S. or non-U.S. tax purposes and therefore may be subject to current and deferred U.S. federal, state and/or local income taxes at the subsidiary level.For the three months ended June 30, 2026 and the period from January 6, 2026 (date of formation) to June 30, 2026, no tax expense was recorded.

Calculation of NAV—The NAV per Share of each Series of the Partnership’s Shares is determined by dividing the total assets of the Partnership (the value of investments, plus cash or other assets) attributable to such Series less the value of any liabilities of such Series, by the total number of Shares outstanding of such Series.

Recent Accounting Pronouncements— There are no recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying statement of assets and liabilities.

Note 3. Agreements and Related Party TransactionsOperating AgreementThe Partnership entered into an operating agreement with the Operating Manager on July 17, 2026 (the “Operating Agreement”). Pursuant to the Operating Agreement, the Operating Manager is responsible for sourcing, evaluating and monitoring the Partnership’s investment opportunities and making recommendations to the Partnership’s board of directors related to the acquisition, management, financing and disposition of the Partnership’s assets, in accordance with the Partnership’s investment objectives, guidelines, policies and limitations.The Operating Manager or an affiliate may rebate, waive or reduce the management fee charged to certain shareholders at the sole discretion of the Operating Manager or such affiliate. Any such rebate, waiver or reduction may be effected either by way of purchase of additional Shares by the Operating Manager or such affiliate for the shareholder or by way of rebate to the relevant shareholder’s account.Pursuant to the Operating Agreement, the Partnership will pay the Operating Manager a management fee (the “Management Fee”). The Management Fee is payable monthly in arrears in an amount equal to (i) 1.00% per annum of the month-end total assets attributable to the Standard Fee Class Shares, (ii) 0.80% per annum of the month-end total assets attributable to the Founder Share Class II Shares, (iii) 0.70% per annum of the month-end total assets attributable to the Founder Share Class III Shares. The Operating Manager or an affiliate may rebate, waive or reduce the Management Fee charged to certain Shareholders and/or certain Share classes at the sole discretion of the Operating Manager or such affiliate. Any such rebate, waiver or reduction may be effected either by way of purchase of additional Shares by the Operating Manager or such affiliate for the Shareholder or by way of rebate to the relevant Shareholder’s account. The Management Fee may alternatively, in the discretion of the Operating Manager, instead be paid in whole or in part by our subsidiaries, in which case it shall result in a change in the cash or retained earnings of such subsidiaries.For the three months ended June 30, 2026 and the period from January 6, 2026 (date of formation) through June 30, 2026, the Partnership did not incur any Management Fees.So long as the Operating Agreement has not been terminated, the Operating Manager will be entitled to receive a performance fee (the “Performance Fee”) equal to (i) 15.00% of the Total Return (as defined below) with respect to Standard Fee Class Shares, (ii) 12.00% of the Total Return with respect to Founder Share Class II Shares and (iii) 10.50% of the Total Return with respect to Founder Share Class III Shares and Class E-W Shares, in each case subject to a 6.00% Hurdle Amount and a High Water Mark with respect to such class of Shares, with a Catch-Up (each term as defined below). Such fee will accrue and be paid quarterly. The Performance Fee will not be paid on Class E Shares, and as a result, it is an expense specific only to certain Investor Shares and Class E-W Shares at the rates specified herein, which will result in the dilution of Investor Shares and Class E-W Shares in proportion to the fees charged to different classes of Investor Shares and Class E-W Shares.Specifically, the Operating Manager will be entitled to receive a Performance Fee in an amount equal to:<table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:12pt;margin-top:0pt;table-layout:fixed;text-align:justify;width:100%;border:0pt;"><tr><td style="width:18pt;"></td><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">First, if the Total Return with respect to Standard Fee Class Shares, Founder Share Class II Shares, and Founder Share Class III Shares for the applicable period exceeds the sum, with respect to such relevant class of Shares, of (i) the Hurdle Amount for that period and (ii) the Loss Carry forward Amount (as defined below) (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Operating Manager with respect to such class of Shares equals (i) 15.00% (with respect to Standard Fee Class Shares), (ii) 12.00% (with respect to Founder Share Class II Shares), and (iii) 10.50% (with respect to Founder Share Class III Shares and Class E-W Shares) of the sum of (x) the Hurdle Amount with respect to such class of Shares for that period and (y) any amount allocated to the Operating Manager with respect to such class of Shares pursuant to this clause (this is commonly referred to as a “Catch-Up”); and</td></tr></table><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:12pt;margin-top:0pt;table-layout:fixed;text-align:justify;width:100%;border:0pt;"><tr><td style="width:18pt;"></td><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">Second, to the extent there are remaining Excess Profits, (i) 15.00% (with respect to Standard Fee Class Shares), (ii) 12.00% (with respect to Founder Share Class II Shares), and (iii) 10.50% (with respect to Founder Share Class III Shares and Class E-W Shares) of such remaining Excess Profits.</td></tr></table><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:0pt;margin-top:0pt;table-layout:fixed;text-align:justify;width:100%;border:0pt;"><tr><td style="width:18pt;"></td><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">“Total Return” with respect to any Shares for any period since the end of the prior calendar year shall equal the sum of:</td></tr></table><div style="margin-top:12pt;"></div><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:12pt;margin-top:0pt;table-layout:fixed;text-align:justify;width:100%;border:0pt;"><tr><td style="width:36pt;"></td><td style="font-family:'Courier New';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">o</td><td style="padding:0pt;">all distributions accrued or paid (without duplication) on such Shares plus</td></tr></table><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:0pt;margin-top:0pt;table-layout:fixed;text-align:justify;width:100%;border:0pt;"><tr><td style="width:36pt;"></td><td style="font-family:'Courier New';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">o</td><td style="padding:0pt;">the change in aggregate transactional net asset value (“NAV”) of such Shares since the beginning of the year, before giving effect to (w) applicable taxes for the year, (x) changes resulting solely from the proceeds of issuances of additional Shares, (y) any fee/accrual to the Performance Fee and (z) applicable combined annual distribution fee and shareholder servicing fee expenses (including any payments made to us for payment of such expenses) allocable to such Shares.</td></tr></table><div style="margin-top:12pt;"></div>For the avoidance of doubt, the calculation of Total Return will (i) include any appreciation or depreciation in the transactional NAV of any relevant Shares issued during the then-current calendar year but (ii) exclude the proceeds from the initial issuance of such Shares.For the three months ended June 30, 2026 and the period from January 6, 2026 (date of formation) through June 30, 2026, the Partnership did not incur any Performance Fees.Administration AgreementThe Partnership entered into an administration agreement with the Administrator on July 17, 2026 (the “Administration Agreement”). Pursuant to the Administration Agreement, the Administrator is responsible for providing certain administrative services, personnel, and facilities necessary for the operations of the Partnership, subject to the supervision and oversight of the Board.Series II Expense Support and Conditional Reimbursement of the Operating ManagerSeries II has entered into an expense support and conditional reimbursement agreement with the Operating Manager and the Administrator, pursuant to which each of the Operating Manager and the Administrator may elect to pay certain of Series II’s expenses, including certain Organizational and Offering Expenses on Series II’s behalf (each, an “Expense Support”).Following any calendar month in which the Specified Expenses (as defined below) are below 1.00% of Series II’s net assets on an annualized basis, Series II shall reimburse the Operating Manager and/or the Administrator, fully or partially, for the Expense Support, but only if and to the extent that Specified Expenses plus any Reimbursement Payments (as defined below) do not exceed 1.00% of Series II’s net assets at the end of each calendar month on an annualized basis, until such time as all Expense Support made by the Operating Manager to Series II within five years prior to the last business day of such calendar month have been reimbursed; provided, however, if the Operating Manager and the Administrator are to only receive partial repayment of Expense Support, they shall be paid in proportion to the Expense Support outstanding of each entity relative to the aggregate outstanding Expense Support. Any payments required to be made by Series II in the prior sentence shall be referred to herein as a “Reimbursement Payment.”“Specified Expenses” is defined to include all expenses incurred in the business of Series II with the exception of (i) the Management Fee, (ii) the Performance Fee, (iii) the combined annual distribution fees and shareholder servicing fees, (iv) the dealer manager fees (including selling commissions), (v) expenses related to any investments acquired by us and a special purchase vehicle, including, without limitation, brokerage costs or other acquisition-related out-of-pocket expenses (regardless of whether the transactions are consummated), (vi) ordinary corporate operating expenses of us and special purchase vehicles, (vii) interest expenses, commitment fees, or other expenses related to any leverage incurred by us, (viii) taxes; (ix) certain insurance costs, (x) Organizational and Offering Expenses; (xi) certain non-routine items (as determined in the sole discretion of the Operating Manager), and (xii) extraordinary expenses (as determined in the sole discretion of the Operating Manager). As of June 30, 2026, the Operating Manager had elected to bear organizational and offering expenses of Series II totaling $1,566,669 and $446,415, respectively, of which $573,245 of organizational expenses and $179,875 of offering expenses had been paid to, or settled directly with, the applicable vendors as of that date. None of the Expense Support has been reimbursed by the Partnership as of June 30, 2026.

0.01

0.008

0.007

0.15

0.12

0.105

0.06 1

0.15

0.12

0.105

0.15

0.12

0.105

0.01 0.01 P5Y 1566669 446415 573245 179875

Note 4. Commitments and ContingenciesThe Partnership was not subject to any litigation nor was the Partnership aware of any material litigation threatened against it.IndemnificationsUnder the Partnership’s LP Agreement and organizational documents, the members of the Board, the Operating Manager, Monroe, and their respective affiliates, directors, officers, representatives, agents and employees are indemnified against all liabilities unless these persons’ actions constitute actual fraud or willful misconduct. In the normal course of business, the Partnership enters into contracts that contain a variety of representations and that provide general indemnifications. The Partnership’s maximum liability exposure under these arrangements is unknown, as future claims that have not yet occurred may be made against the Partnership.

Note 5. Subsequent EventsA subsequent event is a significant event or transaction occurring between the balance sheet date and the issue date of the financial statements that could make the financial statements misleading if not recognized or disclosed. Unrecognized subsequent events consist of those events that provide evidence with respect to conditions that did not exist at the balance sheet date being reported on, but arose subsequent to that date. Management has evaluated subsequent events through August 14, 2026, the date these financial statements were issued, and has identified the following events that require disclosure:Operating AgreementOn July 17, 2026, the Partnership entered into an operating agreement (the “Operating Agreement”) with Monroe Capital Asset Finance Advisors, LLC (the “Operating Manager”), pursuant to which the Operating Manager is responsible for sourcing, evaluating and monitoring the Partnership’s investment opportunities and making recommendations related to the acquisition, management, financing and disposition of the Partnership’s assets. Under the Operating Agreement, the Partnership will pay the Operating Manager a management fee and a performance fee, as described in Note 3 and Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Expenses.”Administration AgreementOn July 17, 2026, the Partnership entered into an administration agreement (the “Administration Agreement”) with Monroe Capital Management Advisors, LLC (the “Administrator”), an affiliate of the Operating Manager, pursuant to which the Administrator provides certain administrative services, personnel, and facilities necessary for the operations of the Partnership. The Partnership will reimburse the Administrator for its costs and expenses incurred in performing its obligations under the Administration Agreement as described in Note 3 and Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Expenses.”Limited Partnership AgreementOn July 17, 2026, the Partnership entered into its amended and restated limited partnership agreement (the “Limited Partnership Agreement”). The Limited Partnership Agreement sets forth the rights, duties, and obligations of the General Partner, the Board of Directors and the Shareholders, including provisions governing capital structure, transfer restrictions, investment and distribution mechanics, and the management and governance of the Partnership. The Limited Partnership Agreement is included as Exhibit 3.2 hereto.

false false false false