10/24/2025 | Press release | Distributed by Public on 10/24/2025 14:09
Item 3.02. Unregistered Sale of Equity Securities.
The Fund sells unregistered Institutional Class common shares of beneficial interest to feeder vehicles primarily created to hold the Fund's Institutional Class shares. The offer and sale of these Institutional Class shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder (the "Private Offering"). The following table details the shares sold in the Private Offering. The Fund also issues shares to feeder vehicles pursuant to the distribution reinvestment plan of the Fund.
| Date of Unregistered Sale |
Amount of Institutional Class Shares Sold |
Consideration |
| October 1, 2025 (number of shares finalized on October 20, 2025) | 5,324,498.59 | $128,154,824.11 |
Item 8.01. Other Events.
Distribution Declaration
On October 24, 2025, the Fund declared a regular distribution for each class of its common shares of beneficial interest in the amounts per share set forth below:
| Gross Distribution |
Shareholder Servicing and/or Distribution Fee |
Net Distribution | |
| Institutional Shares | $0.1966 | N/A | $0.1966 |
| Class S Shares | $0.1966 | $0.0170 | $0.1796 |
| Class D Shares | $0.1966 | $0.0050 | $0.1916 |
The distribution will be payable to shareholders of record at the close of business on October 30, 2025 and will be paid on November 26, 2025. The distribution will be paid in cash or reinvested in Fund shares for shareholders participating in the Fund's distribution reinvestment plan.
Net Asset Value
The net asset value ("NAV") per share of each class of shares of the Fund as of September 30, 2025, as determined in accordance with the Fund's valuation policy, is set forth below.
| NAV as of September 30, 2025 | |
| Institutional Shares | $24.07 |
| Class S Shares | $24.07 |
| Class D Shares | $24.07 |