Note 8. Net Assets

In connection with its formation, the Company has the authority to issue an unlimited number of Shares at $0.01 per Share par value.

Net Asset Value per Share and Offering Price

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 quarterly NAV per Share as determined by the Board (including any committee thereof). For purposes of the NAV per Share calculation, the NAV is computed using the net assets attributable to common shareholders as this amount represents the net proceeds that are expected to be realized by common shareholders after payment of the Incentive Allocation to the Investment Adviser. The Company intends to issue Shares on a quarterly basis, subject to consideration of the investment opportunities that arise.

Distributions

Share Repurchase Program

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.

Beginning three years after August 24, 2023, the date on which the Company broke escrow for the initial Private Offering of Shares, and at the discretion of the Board, the Company may offer to repurchase between 4% and 9% of its outstanding Shares (by number of Shares) annually. To the extent the Company offers to repurchase Shares during an annual period, it expects to do so pursuant to tender offers as of the applicable quarter-end, at a purchase price equal to the NAV per Share as of the last calendar day of the applicable quarter. Shares that have been outstanding for less than one year are repurchased at 98% of such NAV (the “Early Repurchase Deduction”). The Early Repurchase Deduction is retained by the Company for the benefit of remaining shareholders. Each repurchase request period will be at least 20 business days after the repurchase offer is announced. The repurchase of Shares will not occur until at least 60 days after the shareholder has notified the Company in writing of their intention to tender, and the repurchase price will not be established until at least 60 days after receipt of that notice.

The Board may amend or suspend the share repurchase program if, in its reasonable judgment, such action is in the best interest of the Company and 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 on a quarterly basis whether continued suspension is in the best interest of the Company and its shareholders. The Company intends to conduct repurchase offers in accordance with Rule 13e-4 under the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended (the “1940 Act”).