Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

The information contained in this section should be read in conjunction with "Item 1. Consolidated Financial Statements." This discussion contains forward-looking statements, which relate to future events, the Fund's future performance or financial condition and involves numerous risks and uncertainties. Actual results could differ materially from those implied or expressed on any forward-looking statements.

Overview

The Fund was formed on September 16, 2021 as a Delaware limited partnership and converted to a Delaware limited liability company effective January 31, 2023. The Fund elected to be regulated as a business development company ("BDC") on June 1, 2023. On June 6, 2023, the Fund elected to be treated, and intends to qualify annually, as a regulated investment company ("RIC") for U.S. federal income tax purposes as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As such, the Fund is required to comply with various regulatory requirements, such as the requirement to invest at least 70% of the Fund's assets in "qualifying assets," source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of the Fund's taxable income and tax-exempt interest. The Fund is externally managed by the Adviser, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, determining the value of Fund investments, structuring investments and monitoring the Fund's portfolio on an ongoing basis. The Adviser is registered as an investment adviser with the SEC.

An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, the Fund pays FDS for investment and management services pursuant to the terms of the Advisory Agreement and the Administration Agreement.

The Fund's investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. The Fund will achieve these objectives primarily through directly originated loans to private companies but also liquid credit investments, like broadly syndicated loans, and other select Private Credit investments. Under normal circumstances, the Fund will invest at least 80% of its total assets in Private Credit investments. If the Fund changes its 80% test, the Fund will provide Unit Holders with at least 60 days' prior notice of such change. The Adviser may also invest to a lesser degree in equity linked instruments (which may include debt with warrants, preferred equity investments, or equity co-investments). Most of the Fund's investments will be in private U.S. operating companies, but (subject to compliance with BDCs' requirement to invest at least 70% of its assets in private U.S. companies) the Fund may also invest to a lesser degree in non-U.S. companies. Subject to the limitations of the 1940 Act, the Fund may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other affiliated funds. From time to time, the Fund may co-invest with other affiliated funds.

Key Components of the Fund's Results of Operations

Investments

The Fund focuses primarily on directly originated loans to private companies but will also invest in liquid credit investments, such as broadly syndicated loans. The Fund's level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to private companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments the Fund makes.

Revenues

The Fund generates revenue in the form of interest and fee income on debt investments, capital gains, and dividend income from its equity investments in its portfolio companies. The Fund's senior and subordinated debt investments bear interest predominantly at a floating rate. Interest on debt securities is generally payable monthly, quarterly or semiannually. In some cases, the Fund's investments may provide for deferred interest payments or payment-in-kind ("PIK") interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, the Fund may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts ("OIDs") and market discounts or premiums will be capitalized, and the Fund will accrete or amortize such amounts as interest income. The Fund will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that the Fund expects to collect such amounts.

Expenses

The Adviser and/or its affiliates paid, directly or through reimbursement of the Fund, for all costs and expenses incurred in connection with the organization of the Fund, including, without limitation, the following: (i) the offering and sale of the Units of the Fund, (ii) the BDC Conversion and the organization of the Fund, (iii) the election to be treated as a BDC under the 1940 Act, and (iv) the negotiation, execution and delivery of the LLC Agreement, the Advisory Agreement, Administration Agreement (if any), and any related or similar documents, including, without limitation, any related legal and accounting fees and expenses, printing costs, travel and out-of-pocket expenses and filing fees.

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Administrator or its affiliates will bear all fees, costs, and expenses incurred that are not specifically assumed by the Fund under the Administration Agreement.

From time to time, FDS (in its capacity as the Adviser and Administrator) or its affiliates may pay third-party providers of goods or services. The Fund will reimburse FDS (in its capacity as the Adviser or Administrator) or such affiliates thereof for any such amounts paid on the Fund's behalf. From time to time, FDS (in its capacity as the Adviser and Administrator) may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund's Unit Holders, subject to the cap on organization and offering expenses.

Expense Limitation Agreement

On January 1, 2025, the Fund entered into Expense Limitation Agreement with the Adviser. The Adviser agrees to pay on a monthly basis Other Operating Expenses of the Fund on the Fund's behalf (each such payment, an "Expense Payment") such that Other Operating Expenses of the Fund do not exceed 0.50% (on annualized basis) of the Fund's average net assets ("Expense Limitation"). Any Required Expense Payment must be paid by the Adviser to the Fund in any combination of cash or other immediately available funds and/or offset against amounts due from the Fund to the Adviser or its affiliates. "Other Operating Expenses" means the Fund's professional fees (including accounting, legal, and auditing fees), custodian and transfer agent fees, third party valuation agent fees, insurance costs, director fees, administration fee, and other related costs or expenses, but excluding the following: (a) management fees and any incentive fees, if applicable; (b) portfolio transaction and other investment-related costs (including brokerage commissions, dealer and underwriter spreads, prime broker fees and expenses, fees and expenses associated with the Fund's securities lending program, and dividend expenses related to short sales); (c) interest, financing and structuring costs and other related expenses for borrowings and line(s) of credit; (d) taxes; (e) the Fund's proportional share of expenses related to co-investments; (f) acquired fund fees and expenses (including fees and expenses associated with a wholly owned subsidiary); (g) Rule 12b-1 fees, if any; (h) expenses of printing and mailing proxy materials to shareholders of the Fund; (i) all other expenses incidental to holding meetings of the Fund's shareholders, including proxy solicitations therefor; and (j) such non-recurring and/or extraordinary as may arise, including actions, suits or proceedings to which the Fund is or is threatened to be a party and the legal obligation that the Fund may have to indemnify the Fund's directors and officers with respect thereto. For additional information, see"Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 4. Expenses and Transactions with Affiliates."

Portfolio and Investment Activity

Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated):

Our investments consisted of the following:

As of September 30, 2025 and December 31, 2024, there were no investments on non-accrual status.

The industry composition of investments at fair value was as follows:

Amounts shown as 0.0% in the above table may represent values of less than 0.05%.

The geographic composition of investments at fair value was as follows:

The Adviser monitors the Fund's portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. The Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

As part of the monitoring process, the Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, the Adviser rates the credit risk of all debt investments on a scale of 1 to 5. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:

1 - The portfolio investment is performing above our underwriting expectations.

2 - The portfolio investment is performing as expected at the time of underwriting. As a general rule, new investments are initially rated a 2.

3 - The portfolio investment is operating below our underwriting expectations and requires closer monitoring. The company may be out of compliance with financial covenants, however, principal or interest payments are generally not past due.

4 - The portfolio investment is performing materially below our underwriting expectations and returns on our investment are likely to be impaired. Principal or interest payments may be past due, however, full recovery of principal and interest payments are expected.

5 - The portfolio investment is performing significantly below expectations and the risk of the investment has increased substantially. The company is in payment default and the principal and interest payments are not expected to be repaid in full.

The following table shows the composition of our debt portfolio on the 1 to 5 rating scale as of September 30, 2025 and December 31, 2024.

Results of Operations

The following table represents the Fund's operating results:

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. As a result, comparisons may not be meaningful.

Investment Income

Investment income was as follows:

For the three and nine months ended September 30, 2025, total investment income was $47.7 million and $137.3 million, respectively, primarily driven by continued capital deployment increasing the Fund's investment portfolio and several realizations of both debt and equity investments. The size of the Fund's investment portfolio at fair value was $1.5 billion as of September 30, 2025 and its weighted average yield on debt and income producing investments, at fair value, was 9.84%. For the three and nine months ended September 30, 2024, total investment income was $46.4 million and $134.9 million, respectively, driven by the Fund's deployment of capital and the performance of the investment portfolio. The size of the Fund's investment portfolio at fair value was $1.4 billion as of September 30, 2024 and its weighted average yield on debt and income producing investments, at fair value, was 10.81%.

The elevated interest rate environment of 2023 remained for most of 2024 with the Secured Overnight Financing Rate ("SOFR") remaining in a tight range around 5.30% through late in the third quarter, before declining to around 4.30% by the end of the fourth quarter. SOFR has subsequently held steady at approximately 4.30% through the end of the third quarter of fiscal 2025. Post-liberation day, spreads in the traditional middle market, the Fund's primary area of focus, were expected to widen, however have modestly compressed compared to 2024 levels.

While interest rates are considered when determining appropriate capital structures of our borrowers, additional interest rate increases and the resulting higher cost of capital have the potential to negatively impact the free cash flow of certain borrowers which could impact their ability to service their debt. Additionally, if higher interest rates persist during a slowdown in growth or period of economic weakness, our borrowers' and potentially the Fund's portfolio performance may be negatively impacted. Alternatively, if interest rates decline, our investment income on the existing investment portfolio could be negatively impacted.

Expenses

Expenses were as follows:

Interest Expense

Total interest expense (including unused fees and amortization of deferred financing costs) for the three and nine months ended September 30, 2025 was $15.7 million and $46.8 million, respectively. Total interest expense (including unused fees and amortization of deferred financing costs) for the three and nine months ended September 30, 2024 was $16.8 million and $50.3 million, respectively. The decrease in interest expense was primarily driven by lower interest rates, partially offset by greater borrowings under the Fund's credit facility as the Fund continues to grow the portfolio. The weighted average interest rate paid decreased to 6.46% and 6.49%, respectively, for the three and nine months ended September 30, 2025, compared to 8.09% and 8.14%, respectively, for the three and nine months ended September 30, 2024. The average principal balance outstanding increased to $835.3 million and $863.4 million, respectively, for the three and nine months ended September 30, 2025, compared to $755.0 million and $747.0 million, respectively, for the three and nine months ended September 30, 2024.

Management Fees

For the three and nine months ended September 30, 2025 management fees were $2.5 million and $7.4 million, respectively. For the three and nine months ended September 30, 2024 management fees were $2.2 million, and $6.6 million, respectively. The increase in management fees was due to increase in the average daily net assets, compared to the three and nine months ended September 30, 2024. Management fees, which went into effect on June 9, 2023, are payable monthly in arrears at an annual rate of 1.25% of the average daily net assets of the Fund throughout the month.

Other Expenses

For the three and nine months ended September 30, 2025, total other expenses were $1.3 million and $3.7 million, respectively. For the three and nine months ended September 30, 2024, total other expenses were $1.1 million and $3.0 million, respectively. The increase in total other expenses was primarily driven by an increase in administration fees and professional fees driven by the larger portfolio and associated costs with managing the Fund, offset by a decrease in other general and administrative expenses.

Income Taxes, Including Excise Taxes

The Fund elected to be treated, and intends to qualify annually as, a RIC as defined under Subchapter M of the Code. For all periods prior to June 6, 2023, the Fund was treated as a partnership for tax purposes and was not subject to U.S. federal income tax. To qualify for tax treatment as a RIC, the Fund must, among other things, distribute to its Unit Holders in each taxable year generally at least 90% of the sum of its investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income for that taxable year. To maintain its tax treatment as a RIC, the Fund, among other things, intends to make the requisite distributions to its Unit Holders, which generally relieve it from corporate-level U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, the Fund may carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that the Fund determines that its estimated current year annual required distributable amount of income will be in excess of estimated current year dividend distributions from such income, the Fund will accrue excise tax on estimated excess taxable income.

The Fund holds certain portfolio investments through wholly-owned subsidiaries taxed as corporations which may be subject to federal and state taxes. The wholly-owned subsidiaries are not consolidated with the Fund for income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities as a result of their ownership of certain portfolio investments. Tax liabilities are estimated and may differ materially depending on conditions when these investments earn income or are disposed. The income tax expense, or benefit, if any, and related tax assets and liabilities are reflected on the Fund's consolidated financial statements.

As of September 30, 2025 and December 31, 2024, the Fund, through wholly-owned subsidiaries, recorded tax liabilities of approximately $0.8 million and $0.9 million, respectively, which are included in other accounts payable and accrued liabilities on the consolidated statements of assets and liabilities.

For the three and nine months ended September 30, 2025, the Fund, through wholly-owned subsidiaries, recognized a total provision for taxes of approximately $0.2 million and $0.4 million respectively, which was comprised of a nominal provision for taxes and a provision for taxes of approximately $0.1 million for each period presented related to income, and provision for deferred tax expense related to unrealized gains on investments of approximately $0.2 million for each period presented. For the three and nine months ended September 30, 2024, the Fund, through wholly-owned subsidiaries, recognized a total benefit for taxes of $0.02 million and provision for taxes of approximately $1.1 million, respectively, which was comprised of provision for taxes related to income of $0.2 million for each period presented, provision for taxes related to realized gains on investments of approximately $0.2 million for each period presented, and benefit for deferred tax expense of approximately $0.5 million and provision for deferred tax expense of $0.6 million, respectively. The Fund did not incur an excise tax for the three and nine months ended September 30, 2025 and 2024.

Net Realized Gain (Loss)

Net realized gain (loss) was comprised of the following:

For the three and nine months ended September 30, 2025, the Fund generated approximately $2.0 million and $2.7 million, respectively, of net realized gain on investments, primarily from the sale of investments. For the three and nine months ended September 30, 2024, the Fund generated approximately $0.8 million of net realized gain on investments for each period presented, primarily from the sale of investments.

Net Change in Unrealized Appreciation (Depreciation)

Net change in unrealized appreciation (depreciation) was comprised of the following:

For the three and nine months ended September 30, 2025, the Fund recorded a decrease in the net change in unrealized appreciation (depreciation) primarily due to the markdown of one of the Fund's portfolio companies, which is a broadly syndicated loan, and to a lesser extent, the performance of a small sub-set of underlying assets. The Fund also recorded a tax accrual for certain appreciated investments held in a subsidiary that is treated as a corporation for tax purposes, which further reduced the net change in unrealized depreciation for the first three quarters of fiscal 2025. For the three months ended September 30, 2024, the fair value of the Fund's debt investments decreased primarily due to a markdown of one of the Fund's portfolio companies. During the nine months ended September 30, 2024, the improved financial performance of the Fund's portfolio companies was offset predominantly by the markdown of one of the Fund's portfolio companies.

Financial Condition, Liquidity and Capital Resources

The Fund generates cash primarily from the net proceeds of the Fund's continuous offering of Units, proceeds from net borrowings on its credit facilities, income earned and repayments on principal on its debt investments. The primary uses of the Fund's cash are for (i) originating and purchasing debt and other investments, (ii) funding the costs of the Fund's operations (including fees paid to the Adviser and expense reimbursements paid to the Fund's Administrator), (iii) debt service, repayment and other financing costs of the Fund's borrowings, (iv) cash distributions to the holders of the Fund's units and (v) funding repurchases under the Fund's unit repurchase program.

As of September 30, 2025, the Fund had one asset-based leverage facility and one revolving credit facility and as of December 31, 2024, the Fund had one asset-based leverage facility.

In order to finance certain investment transactions, the Fund may, from time to time, enter into short-term borrowing arrangements. Such short-term borrowing arrangements include reverse repurchase agreements, whereby the Fund sells an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon purchase price at a future date. During the nine months ended September 30, 2025 and 2024, there were no short-term borrowings.

The Fund may, from time to time, enter into additional credit facilities, increase the size of the Fund's existing credit facilities or issue additional debt securities, including debt securitizations, unsecured debt or other forms of debt. Any such incurrence or issuance may be from sources within the U.S. or from various foreign geographies or jurisdictions and may be denominated in currencies other than the U.S. dollar. Additionally, any such incurrence or issuance would be subject to prevailing market conditions, the Fund's liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, the Fund is only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of September 30, 2025 and December 31, 2024, the Fund had an aggregate amount of $795.4 million and $868.4 million of debt outstanding and the Fund's asset coverage ratio was 199% and 187%, respectively.

Cash as of September 30, 2025, taken together with the Fund's $604.6 million of available capacity under its credit facilities (subject to borrowing base availability), proceeds from new or amended financing arrangements and proceeds from calling capital from uncalled commitments is expected to be sufficient for the Fund's investing activities and to conduct the Fund's operations in the near term. This determination is based in part on the Fund's expectations for the timing of funding investment purchases and the use of existing and future financing arrangements.

Although the Fund has attractive financing arrangements, any disruption in the financial markets or any other negative economic development could restrict its access to incremental financing in the future. The Fund may not be able to find new financing for future investments or liquidity needs and, even if the Fund is able to obtain such financing, such financing may not be on as favorable terms as the Fund could have obtained previously. These factors may limit the Fund's ability to make new investments and adversely impact its results of operations.

As of September 30, 2025, the Fund had $43.5 million in cash and $8.8 million in short-term liquid investments. During the nine months ended September 30, 2025, cash provided by operating activities was $89.9 million, primarily as a result of sales of investments and principal repayments, partially offset by funding portfolio investments. Cash used in financing activities was $80.2 million during the period, primarily as a result of net repayment of borrowings, distributions to investors and repurchased units, partially offset by capital called from investors.

As of September 30, 2024, the Fund had $32.2 million in cash and $24.4 million in short-term liquid investments. During the nine months ended September 30, 2024, cash used in operating activities was $14.8 million, primarily as a result of funding portfolio investments. Cash provided by financing activities was $0.8 million during the period, primarily as a result of distributions to investors, partially offset by capital called from investors and proceeds from borrowings.

Equity

Prior to the BDC Conversion, the Fund operated as a private limited partnership. As a private limited partnership, the Fund entered into separate subscription agreements (each, a "Subscription Agreement") with investors who were admitted as Limited Partners. An affiliate of the Fund, FIAM Institutional Funds Manager, LLC ("FIAMIFM"), served as the general partner of the Fund and had a capital commitment of $10,000 which was fully funded prior to the BDC Conversion. In connection with the BDC Conversion, existing investors were admitted as members of the Fund. Capital Commitments of investors pursuant to subscription agreements entered into prior to the BDC Conversion continue to be outstanding capital commitments to the Fund. Existing capital accounts of Limited Partners were converted to corresponding Units of the Fund. Following the BDC Conversion, the Fund continues to enter into separate subscription agreements with a number of investors who will be admitted as Unit Holders providing for the private placement of the Fund's Units. Each subscriber makes a Capital Commitment to purchase Units of the Fund pursuant to the subscription agreement. Subscribers are required to make Capital Contributions to purchase Units of the Fund each time the Fund delivers a drawdown notice. Capital Commitments will generally be drawn from investors by the Fund as needed, upon 10 Business Days' prior written notice, in such amounts as will be required by the Fund in its sole discretion.

Effective March 11, 2024, the Board approved the Fund entering into the First Amended and Restated Limited Liability Company Agreement which made eligible to invest any "accredited investor" (as enumerated in Rule 502 under Regulation D of the Securities Act) who has committed to a strategic relationship with Fidelity. In addition, the Board approved the Fund entering into a Placement Agent Agreement with Fidelity Distributors Company LLC, with respect to the private placement of its Units.

On February 11, 2025, the Fund entered into the Second Amended and Restated Limited Liability Company Agreement, in which the Fund expects that it will commence drawdowns of Capital Commitments from subscribers who make a Capital Commitment to the Fund on or after March 1, 2025 only after the Fund has drawn down 90% of the Capital Commitments of each subscriber admitted prior to March 1, 2025.The Fund expects that it will draw down Capital Commitments pro rata in accordance with each subscriber's unfunded Capital Commitment. The Fund expects to cease drawing down Capital Commitments from each subscriber once the Fund has drawn 90% of the Capital Commitment(s) of such subscriber, however the Fund may draw down additional Capital Commitments as necessary in its sole discretion. In addition, the Second Amended and Restated Limited Liability Company Agreement reflects the Adviser's authority to forgive a Member's uncalled capital commitments, in whole or in part, for the Fund and certain non-material changes.

On April 1, 2025, the Fund released uncalled capital commitments from a Unit Holder of $12.3 million.

Investment companies managed by an affiliate, in aggregate, were owners of record of 100% of the total units as of September 30, 2025 and December 31, 2024.

Effective January 31, 2023, the Fund has the authority to issue an unlimited number of units. A Unit Holder shall have no liability in excess of its obligation to pay the purchase price for its units.

As of the dates indicated, the Fund had aggregate Capital Commitments and unfunded Capital Commitments from investors as follows:

The following tables summarize total units issued and proceeds related to capital drawdowns:

Distributions

The following tables summarize distributions declared for the three and nine months ended September 30, 2025 and 2024:

Unit Repurchase Program

Unit Holders tendering Units must do so by a date specified in the notice describing the terms of the repurchase offer. No Unit Holder has the right to require the Fund to repurchase any Units. The Fund has no obligation to repurchase units at any time; any such repurchases will only be made at such times, in such amounts and on such terms as may be determined by the Fund, in its sole discretion.

The following tables summarize the Unit repurchases completed during the three and nine months ended September 30, 2025 and 2024:

Borrowings

The Fund's average outstanding debt and weighted average interest rate paid for the three and nine months ended September 30, 2025, were $835.3 million and $863.4 million, respectively, and 6.46% and 6.49%, respectively. The Fund's average outstanding debt and weighted average interest rate paid for the three and nine months ended September 30, 2024, were $755.0 million and $747.0 million, respectively, and 8.09% and 8.14%, respectively. The Fund's weighted average interest rate paid as of September 30, 2025 and December 31, 2024 was 6.44%, and 6.78%, respectively.

The Fund's outstanding debt obligations were as follows:

Off-Balance Sheet Arrangements

Other than contractual commitments and other legal contingencies incurred in the normal course of its business, the Fund does not expect to have any off-balance sheet financings or liabilities.

The Fund's investment portfolio contains and is expected to continue to contain debt investments in the form of lines of credit, revolving credit facilities and delayed draw commitments which require the Fund to provide funding when requested by portfolio companies in accordance with the underlying loan agreements. As of September 30, 2025 and December 31, 2024, the Fund had unfunded commitments to borrowers in the aggregate principal amount of $236.2 million and $233.0 million, respectively.

From time to time, the Fund may become party to certain legal proceedings in the ordinary course of business. As of September 30, 2025, management is not aware of any pending or threatened material litigation.

Related-Party Transactions

The Fund has entered into a number of business relationships with affiliated or related parties, including the following:

In addition to the aforementioned agreements, the Fund, the Adviser, and certain of the Adviser's affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by the Adviser or its affiliates in a manner consistent with the Fund's investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 4. Expenses and Transactions with Affiliates."

Recent Developments

See "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 10. Subsequent Events" for a summary of recent developments.

Critical Accounting Estimates

The preparation of the consolidated financial statements requires the Fund to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ.

Fair Value Measurements

The Fund values its investments, upon which its NAV is based, in accordance with ASC 820, Fair Value Measurement, which defines fair value as the amount 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. ASC 820 also provides a framework for measuring fair value, establishes a fair value hierarchy based on the observability of inputs used to measure fair value and prescribes disclosure requirements for fair value measurements.

Pursuant to Rule 2a-5, the Board has designated the Adviser as the valuation designee responsible for valuing all of the Fund's investments, including making fair valuation determinations as needed. The Adviser has established a Fair Value Committee to carry out the day-to-day fair valuation responsibilities and has adopted policies and procedures to govern activities of the Fair Value Committee and the performance of functions required to determine the fair value of a fund's investments in good faith. These functions include periodically assessing and managing material risks associated with fair value determinations, selecting, applying, reviewing, and testing fair value methodologies, monitoring for circumstances that may necessitate the use of fair value, and overseeing and evaluating pricing services used.

In accordance with the Adviser's policies and procedures, which have been approved by the Board, investments, including debt securities, that are publicly traded but for which no readily available market quotations exist are generally valued on the basis of information furnished by an independent third-party pricing service that uses a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs price verification procedures, engages in oversight activities with respect to third-party pricing sources used and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations or prices received from third-party pricing services are not reflective of the fair value of an investment.

Investments that are not publicly traded or whose current market prices or quotations are not readily available are valued at fair value as determined by the Adviser in good faith pursuant to the Adviser's Board-approved policies and procedures. Factors used in determining fair value vary by investment type and may include market or investment specific events, transaction data, estimated cash flows, and market observations of comparable investments. In determining fair value of the Fund's loan investments the types of factors that the Fair Value Committee may take into account generally include comparison to publicly-traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of the portfolio company, the nature and realizable value of any collateral, the portfolio company's ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business and other relevant factors.

The Fund has engaged an independent valuation firm to prepare month-end valuation recommendations for investments for which market quotations are not readily available as of the last calendar day of each month. The independent valuation firm undertakes a full analysis of the investments and provides estimated fair values for such investments to the Adviser. The independent valuation firm also provides analyses to support their valuation methodology and calculations. The Adviser's Fair Value Committee reviews and approves each valuation recommendation and confirms it has been calculated in accordance with the Board-approved policies and procedures. The Fair Value Committee manages the Fund's fair valuation practices and maintains the fair valuation policies and procedures. The Adviser reports to the Board information regarding the fair valuation process and related material matters. The Board may determine to modify its designation of the Adviser as valuation designee, relating to any or all Fund investments, at any time.

Our accounting policy regarding the fair value of the Fund's investments is critical because the determination of fair value involves subjective judgments and requires the use of estimates. Due to the inherent uncertainty of determining fair value measurements, the fair values of the Fund's investments may differ from the amounts that it ultimately realizes or collects from sales or maturities of its investments, and the differences could be material.