v3.26.3
NET ASSETS
 9 Months Ended
Sep. 30, 2026
Investment Company [Abstract]  
NET ASSETS
9. NET ASSETS

The Fund has the authority to issue an unlimited number of Common Shares of beneficial interest at $0.01 par value per share.

The Fund publicly offers its Common Shares on a continuous basis, pursuant to the Offering. The purchase price per share for each class of Common Shares equals the Fund’s NAV per share, as of the day preceding the effective date of the monthly share purchase. The Intermediary Manager will use its best efforts to sell Common Shares, but is not obligated to purchase or sell any specific amount of Common Shares in the Offering. The Fund also engages in offerings of its unregistered Common Shares to non-U.S. investors pursuant to Section 4(a)(2) of the Securities Act and Regulation S promulgated under the Securities Act.

The following table summarizes transactions in Common Shares during the three and nine months ended September 30, 2026 and 2025:

For the Three Months Ended September 30,For the Nine Months Ended September 30,
2026202520262025
SharesAmountSharesAmountSharesAmountSharesAmount
Class I
Subscriptions(1)4,737 $126,472 54,370 $1,496,730 32,833 $887,758 126,614 $3,482,147 
Share transfers between classes264 7,042 (102)(2,794)718 19,400 90 2,469 
Distributions reinvested1,652 44,111 1,613 44,396 5,198 140,083 4,810 132,122 
Repurchased shares, net of early repurchase deduction(17,450)(466,598)(2,162)(59,456)(53,273)(1,430,398)(7,280)(199,805)
Net increase (decrease)(10,797)$(288,973)53,719 $1,478,876 (14,524)$(383,157)124,234 $3,416,933 
Class S
Subscriptions(1)783 $20,919 4,913 $135,184 3,876 $104,844 15,480 $425,456 
Share transfers between classes(106)(2,828)(63)(1,719)(424)(11,499)(255)(6,982)
Distributions reinvested329 8,779 252 6,911 966 26,029 653 17,915 
Repurchased shares, net of early repurchase deduction(762)(20,371)(247)(6,770)(2,242)(60,162)(877)(23,982)
Net increase244 $6,499 4,855 $133,606 2,176 $59,212 15,001 $412,407 
Class D
Subscriptions(1)674 $18,000 3,830 $105,430 3,895 $105,463 16,030 $440,502 
Share transfers between classes(158)(4,214)165 4,513 (294)(7,901)165 4,513 
Distributions reinvested311 8,295 241 6,629 950 25,604 544 14,935 
Repurchased shares, net of early repurchase deduction(1,052)(28,129)(534)(14,689)(3,061)(82,209)(1,160)(31,683)
Net increase (decrease)(225)$(6,048)3,702 $101,883 1,490 $40,957 15,579 $428,267 
Total net increase (decrease)(10,778)$(288,522)62,276 $1,714,365 (10,858)$(282,988)154,814 $4,257,607 
____________________________________

(1)See Note 12 for subsequent events related to subscription activities.
Net Asset Value Per Share and Offering Price

The Fund determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first business day of each month. The NAV per share for each class of shares is determined by dividing the value of total assets attributable to the class minus liabilities attributable to the share class by the total number of each share class of Common Shares outstanding at the date as of which the determination is made. The following tables summarize each month-end NAV per share for Class I shares, Class S shares and Class D shares during the nine months ended September 30, 2026 and 2025:

NAV Per Share
Class I Class SClass D
January 31, 2026$27.26 $27.26 $27.26 
February 28, 2026$26.86 $26.86 $26.86 
March 31, 2026$26.85 $26.85 $26.85 
April 30, 2026$26.95 $26.95 $26.95 
May 31, 2026$27.00 $27.00 $27.00 
June 30, 2026$26.71 $26.71 $26.71 
July 31, 2026$26.67 $26.67 $26.67 
August 31, 2026$26.74 $26.74 $26.74 
September 30, 2026$26.69 $26.69 $26.69 

NAV Per Share
Class IClass SClass D
January 31, 2025$27.60 $27.60 $27.60 
February 28, 2025$27.47 $27.47 $27.47 
March 31, 2025$27.36 $27.36 $27.36 
April 30, 2025$27.27 $27.27 $27.27 
May 31, 2025$27.42 $27.42 $27.42 
June 30, 2025$27.51 $27.51 $27.51 
July 31, 2025$27.55 $27.55 $27.55 
August 31, 2025$27.50 $27.50 $27.50 
September 30, 2025$27.58 $27.58 $27.58 
Distributions

The Fund’s board of trustees expects to declare monthly regular distributions for each class of its Common Shares. The following tables present the monthly regular distributions that were declared and payable during the nine months ended September 30, 2026 and 2025:

Class I
Declaration DateRecord DatePayment DateNet Distribution Per ShareDistribution Amount
November 14, 2025January 30, 2026February 23, 2026$0.21430 $66,838 
November 14, 2025February 27, 2026March 25, 20260.21430 68,456 
November 14, 2025March 31, 2026April 23, 20260.21430 66,292 
January 7, 2026April 30, 2026May 21, 20260.21430 67,356 
January 7, 2026May 29, 2026June 24, 20260.21430 68,075 
January 7, 2026June 30, 2026July 23, 20260.21430 64,659 
May 12, 2026July 31, 2026August 21, 20260.21430 65,191 
May 12, 2026August 31, 2026September 24, 20260.21430 65,628 
May 12, 2026September 30, 2026October 23, 20260.21430 62,334 
Total distributions declared and payable for the nine months ended September 30, 2026
$1.92870 $594,829 
November 8, 2024January 31, 2025February 21, 2025$0.21430 $40,299 
November 8, 2024February 28, 2025March 21, 20250.21430 43,931 
November 8, 2024March 31, 2025April 23, 20250.21430 46,782 
March 10, 2025April 30, 2025May 22, 20250.21430 50,430 
March 10, 2025May 30, 2025June 25, 20250.21430 52,089 
March 10, 2025June 30, 2025July 23, 20250.21430 52,061 
May 14, 2025July 31, 2025August 22, 20250.21430 53,575 
May 14, 2025August 29, 2025September 24, 20250.21430 60,034 
May 14, 2025September 30, 2025October 23, 20250.21430 63,575 
Total distributions declared and payable for the nine months ended September 30, 2025
$1.92870 $462,776 
Class S
Declaration DateRecord DatePayment DateNet Distribution Per ShareDistribution Amount
November 14, 2025January 30, 2026February 23, 2026$0.19446 $9,406 
November 14, 2025February 27, 2026March 25, 20260.19652 9,594 
November 14, 2025March 31, 2026April 23, 20260.19491 9,441 
January 7, 2026April 30, 2026May 21, 20260.19554 9,613 
January 7, 2026May 29, 2026June 24, 20260.19484 9,645 
January 7, 2026June 30, 2026July 23, 20260.19544 9,655 
May 12, 2026July 31, 2026August 21, 20260.19502 9,697 
May 12, 2026August 31, 2026September 24, 20260.19505 9,783 
May 12, 2026September 30, 2026October 23, 20260.19562 9,703 
Total distributions declared and payable for the nine months ended September 30, 2026
$1.75740 $86,537 
November 8, 2024January 31, 2025February 21, 2025$0.19437 $6,193 
November 8, 2024February 28, 2025March 21, 20250.19630 6,546 
November 8, 2024March 31, 2025April 23, 20250.19447 6,858 
March 10, 2025April 30, 2025May 22, 20250.19519 7,233 
March 10, 2025May 30, 2025June 25, 20250.19461 7,484 
March 10, 2025June 30, 2025July 23, 20250.19514 7,736 
May 14, 2025July 31, 2025August 22, 20250.19444 8,001 
May 14, 2025August 29, 2025September 24, 20250.19441 8,333 
May 14, 2025September 30, 2025October 23, 20250.19509 8,681 
Total distributions declared and payable for the nine months ended September 30, 2025
$1.75402 $67,065 
Class D
Declaration DateRecord DatePayment DateNet Distribution Per ShareDistribution Amount
November 14, 2025January 30, 2026February 23, 2026$0.20847 $6,310 
November 14, 2025February 27, 2026March 25, 20260.20907 6,573 
November 14, 2025March 31, 2026April 23, 20260.20860 6,558 
January 7, 2026April 30, 2026May 21, 20260.20878 6,643 
January 7, 2026May 29, 2026June 24, 20260.20858 6,664 
January 7, 2026June 30, 2026July 23, 20260.20875 6,498 
May 12, 2026July 31, 2026August 21, 20260.20863 6,539 
May 12, 2026August 31, 2026September 24, 20260.20864 6,641 
May 12, 2026September 30, 2026October 23, 20260.20881 6,452 
Total distributions declared and payable for the nine months ended September 30, 2026
$1.87833 $58,878 
November 8, 2024January 31, 2025February 21, 2025$0.20844 $2,923 
November 8, 2024February 28, 2025March 21, 20250.20901 3,408 
November 8, 2024March 31, 2025April 23, 20250.20847 3,843 
March 10, 2025April 30, 2025May 22, 20250.20868 4,270 
March 10, 2025May 30, 2025June 25, 20250.20851 4,629 
March 10, 2025June 30, 2025July 23, 20250.20867 4,935 
May 14, 2025July 31, 2025August 22, 20250.20846 5,248 
May 14, 2025August 29, 2025September 24, 20250.20845 5,567 
May 14, 2025September 30, 2025October 23, 20250.20865 5,707 
Total distributions declared and payable for the nine months ended September 30, 2025
$1.87734 $40,530 

The net distributions received by shareholders of Class S shares and Class D shares include the effect of the shareholder servicing and/or distribution fees applicable to such class of shares. Class I shares have no shareholder servicing and/or distribution fees.

See Note 12 for subsequent events relating to regular distributions declared by the Fund’s board of trustees.

Distribution Reinvestment Plan

The Fund has adopted a distribution reinvestment plan, pursuant to which the Fund will not reinvest cash distributions declared by the board of trustees on behalf of the Fund’s shareholders unless such shareholders elect for their shares to be automatically reinvested. As a result, if the board of trustees authorizes, and the Fund declares, a cash distribution, then the Fund’s shareholders who have opted into the Fund’s distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash distribution. Distributions on fractional shares will be credited to each participating shareholder’s account. The purchase price for shares issued under the Fund’s distribution reinvestment plan will be equal to the most recent available NAV per share for such shares at the time the distribution is payable.

Share Repurchase Program

The Fund has a share repurchase program, pursuant to which the Fund intends to offer to repurchase, at the discretion of the Fund’s board of trustees, up to 5% of its Common Shares outstanding in each quarter. The Fund’s board of trustees may amend, suspend or terminate the share repurchase program if it deems such action to be in its best interest and the best interest of its common shareholders. As a result, share repurchases may not be available each quarter, or at all. All shares purchased by the Fund in connection with the share repurchase program will be retired and thereafter will be authorized and unissued shares.
In accordance with the Fund’s share repurchase program, shares repurchased in the Fund’s tender offers completed during the nine months ended September 30, 2026 and 2025 were repurchased using a purchase price equal to the NAV per share as of the last calendar day of the applicable month designated by the Fund’s board of trustees, except that the Fund deducted 2.00% from such NAV for shares that were not outstanding for at least one year (the “Early Repurchase Deduction”).

The plan adopted by the Fund pursuant to Rule 18f-3 under the Investment Company Act so that the Fund may issue multiple classes of Common Shares (the “Multiple Class Plan”) provides that the Early Repurchase Deduction holding period ends on the one-year anniversary of the subscription closing date and the Early Repurchase Deduction will not apply to shares acquired through the Fund’s distribution reinvestment plan. The Early Repurchase Deduction may be waived in the case of repurchase requests: (i) arising from the death or qualified disability of the holder; (ii) submitted by discretionary model portfolio management programs (and similar arrangements); (iii) from feeder funds (or similar vehicles) primarily created to hold the Fund’s Common Shares, which are offered to non-U.S. persons, where such funds seek to avoid imposing such a deduction because of administrative or systems limitations; and (iv) in the event that a shareholder’s Common Shares are repurchased because the shareholder has failed to maintain a minimum account balance. Prior to May 8, 2024, the Fund could only waive the Early Repurchase Deduction in the case of repurchase requests arising from the death or qualified disability of the holder. The Early Repurchase Deduction is retained by the Fund for the benefit of remaining shareholders.

The following tables present the share repurchases completed during the nine months ended September 30, 2026 and 2025:

Repurchase Pricing DateTotal Number of Shares Repurchased (1)Percentage of Outstanding Shares Repurchased (1)(2)Repurchase Request DeadlinePurchase Price Per ShareAmount Repurchased (All Classes) (3)Maximum number of shares that may yet be purchased under the repurchase program (4)
February 27, 202619,5455.00 %March 20, 2026$26.86 $524,026 — 
May 31, 202619,7675.00 %June 18, 2026$27.00 $533,646 — 
August 31, 202619,2645.00 %September 18, 2026$26.74 $515,098 — 

Repurchase Pricing DateTotal Number of Shares Repurchased (1)Percentage of Outstanding Shares Repurchased (1)(2)Repurchase Request DeadlinePurchase Price Per ShareAmount Repurchased (All Classes) (3)Maximum number of shares that may yet be purchased under the repurchase program (4)
February 28, 20251,0930.47 %March 20, 2025$27.47 $29,969 — 
May 31, 20255,2811.80 %June 20, 2025$27.42 $144,586 — 
August 31, 20252,943 0.93 %September 19, 2025$27.50 $80,915 — 

_______________________________________________________________________________

(1)During the three months ended March 31, 2026, June 30, 2026 and September 30, 2026, the Fund fulfilled repurchase requests equal to 5.0% of outstanding shares as of January 31, 2026, April 30, 2026 and July 31, 2026, respectively, or 43.1% 34.7% and 38.2%, respectively, of repurchase requests. Shares were accepted on a pro rata basis based on the number of validly tendered shares (subject to “odd lot” priority for holders of fewer than 100 shares as described in the Fund’s tender offer materials). During the three months ended March 31, 2025, June 30, 2025 and September 30, 2025, all repurchase requests were satisfied in full.

(2)Percentage is based on total shares outstanding as of the close of business on the last calendar day of the month preceding the applicable repurchase pricing date.

(3)Amounts shown net of the Early Repurchase Deduction.

(4)Unfulfilled repurchase requests do not carry over automatically and must be resubmitted in the next quarterly repurchase offer, or upon the recommencement of the share repurchase program, as applicable.